THE  LIBRARY 
OF  THE 

UNIVERSITY  OF  ILLINOIS 


WESTERN  MARYLAND  RAIL  ROAD 
COMPANY 


TO 


THE  mercantile  TRUST  COMPANY. 


Jfirst  /Iftortgage 


Dated  October  i,  1903, 
Securing 


First  Mortgage  Four  Per  Cent.  Fifty-Year  Gold  Bonds 
Interest  Payable  April  ist  and  October  ist. 
Principal  due  October  i,  1953. 


C.  G.  Burgoyne,  Walker  and  Centre  Streets,  N.  Y. 


THE  LIBRARY 
OF  THE 

UNIVERSITY  OF  ILLINOIS 


Digitized  by  the  Internet  Archive 
in  2017  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/westernmarylandrOOwest 


5g5.^ 

i 

WESTERN  MARYLAND  RAIL  ROAD  COMPANY 


r< 


TO 

THE  MEKCANTILE  TRUST  COMPANY. 


FIRST  MORTGAGE. 
Dated  October  Ipt,  1902. 


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gjlxis  IttxX^titxxve,  dated  the  first  day  of  October, 
in  the  year  one  thousand,  nine  hundred  and  two,  by  and 
between  the  Western  Maryland  Rail  Road  Company,  a 
corporation  created  by,  and  existing  under,  the  laws  of  the 
State  of  Maryland  (hereinafter  called  the  Railroad  Com- 
pany), party  of  the  first  part,  and  The  Mercantile  Trust 
Company,  a corporation  created  by  and  existing  under  the  laws 
of  the  State  of  New  York  (hereinafter  called  the  Trustee), 
party  of  the  second  part. 

Whereas,  The  Railroad  Company  owns  and  operates  a 
main  line  of  railroad  extending  from  Hillen  Station  to  Madison 
Street  in  Baltimore  City,  a distance  of  .40  miles  ; and  from 
Fulton  Junction  in  said  Baltimore  City  to  Williamsport,  a dis- 
tance of  90.29  miles,  and  a line  connecting  the  Baltimore  & 
Ohio  and  the  Norfolk  and  Western  Railroads  in  the  City  of 
Hagerstown,  a distance  of  1.79  miles  ; in  all  92.48  miles  of 
railroad  ; all  in  the  State  of  Maryland,  except  about  three- 
fourths  of  a mile  in  the  State  of  Pennsylvania  at  Blue  Ridge 
Summit  and  at  Pen-Mar ; and 


56493 


Railroad 

owned. 


/ 


2 


JndoperatS®^  Whereas,  the  Railroad  COMPANY  leases  and  operates  the 
following  lines  of  railroad,  namely  : 

(1)  The  Potomac  Valley  Railroad  extending  from  Potomac 
Valley  Junction  in  the  State  of  Maryland,  to  Cherry  Run,  in 
the  State  of  West  Virginia,  a distance  of  14.30  miles ; and 

(2)  The  Baltimore  Cumberland  Valley  Railway,  extend- 
ing from  Edgemont,  in  the  State  of  Maryland,  to  the  State 
line  between  the  states  of  Maryland  and  Pennsylvania,  a dis- 
tance of  8.03  miles  and  at  said  State  line  connecting  with 

(3)  The  Baltimore  & Cumberland  Valley  Railroad  extend- 
ing from  the  terminus  of  the  Baltimore  Cumberland  Valley 
Railway  at  the  State  line  between  the  States  of  Maryland 
and  Pennsylvania,  to  Waynesboro,  in  the  State  of  Pennsyl- 
vania, a distance  of  4.55  miles  ; and 

(4)  The  Baltimore  & Cumberland  Valley  Railroad  Extension 
extending  from  said  Waynesboro  to  Shippensburg,  a distance 
of  26.52  miles,  all  in  the  state  of  Pennsylvania ; and 

(5)  The  Washington  & Franklin  Railroad  extending  from 
Hagerstown  in  the  State  of  Maryland,  to  Zumbro,  in  the  State 
of  Pennsylvania,  a distance  of  19.11  miles  (but  no  part  of 
which  said  Washington  & Franklin  Railroad,  nor  any  lease- 
hold or  other  interest  therein  is  embraced  in  or  covered  by 
this  Indenture)  ; and 

(6)  The  Baltimore  & Harrisburg  Railway  extending  from 

t Emory  Grove  in  the  State  of  Maryland  to  Orrtanna,  in  the 

State  of  Pennsylvania,  a distance  of  58.7  miles  ; and  from 

(7)  Valley  Junction  to  Hanover  Junction  in  the  State  of 
Pennsylvania,  a distance  of  6 miles  ; and 


3 


(8)  Tlie  Bachman  Valley  Eailroad,  extending  from  a con- 
nection with  said  last  mentioned  railroad  at  a point  called 
“ Intersection  ” to  the  State  line  between  the  states  of  Mary- 
land and  Pennsylvania,  a distance  of  1.3  miles;  and 

(9)  The  Baltimore  & Harrisburg  Railway  AVestern  Exten- 
sion extending  from  Orrtanna  to  Highfield,  in  the  State  of 
Pennsylvania,  a distance  of  15  miles  ; and  the 

(10)  Baltimore  Sl  Harrisburg  Railway,  Eastern  Extension, 
extending  from  Porters  Junction  to  York,  all  in  the  State  of 
Pennsylvania,  a distance  of  16.6  miles  ; a distance  in  all  of 
165.11  miles  of  leased  lines  of  railroad  ; and 

Whereas,  the  Railroad  Company  is  the  owner  of  the  capital  securities 

^ owned. 

stock  of  leased  line  companies  in  the  following  amounts 
respectively  : 

13,169  shares  of  the  common  capital  stock  of  the  Baltimore 
and  Harrisburg  Railway  Company,  of  the  par  value  of 
$658,450,  being  a majority  of  the  outstanding  capital  stock  of 
said  company. 

843  shares  of  the  common  capital  stock  of  the  Baltimore 
& Cumberland  Valley  Railway  Company,  of  the  par  value  of 
$42,150,  being  all  of  the  outstanding  capital  stock  of  said 
company,  except  shares  for  the  qualification  of  directors. 

1,509  shares  of  the  common  capital  stock  of  the  Baltimore 
Sl  Cumberland  Valley  Railroad  Company,  of  the  par  value  of 
$75,450,  being  all  of  the  outstanding  capital  stock  of  said 
company,  except  shares  for  the  qualification  of  directors. 

9,993  shares  of  the  common  capital  stock  of  the  Potomac 
Valley  Railroad  Company,  of  the  par  value  of  $499,650,  being 
all  of  the  outstanding  capital  stock  of  said  company,  except 
shares  for  the  qualification  of  directors. 

4,779  shares  of  the  common  capital  stock  of  the  Baltimore 
& Harrisburg  Railway,  Western  Extension,  of  the  par  value 
of  $238,950,  being  all  of  the  outstanding  capital  stock  of  said 
company,  except  shares  for  the  qualification  of  directors. 


4 


Provision  for 

present 

indebtedness. 


Purposes  ot 

Railroad 

Company. 


And  the  Railroad  Company  is  also  the  owner  of  93  shares 
of  the  common  capital  stock  of  the  Western  Maryland  Tide- 
water Railroad  Company,  of  the  par  value  of  $4,650,  being  all 
of  the  outstanding  capital  stock  of  said  company,  except  shares 
for  the  qualification  of  directors  ; and 

Whereas,  the  Railroad  Company  has  provided  for  the  re- 
tirement and  extinguishment  of  all  of  its  bonds  and  indebted- 
ness secured  by  mortgages  or  liens  upon  any  part  of  its  here- 
inbefore described  railroad  and  property,  which  said  bonds 
and  indebtedness  aggregate  at  the  date  of  these  presents  the 
sum  of  twelve  million,  six  hundred  and  thirty-one  thousand, 
five  hundred  and  eighty  dollars  and  fifty  cents  ($12,631,- 
580.50)  and  all  of  said  bonds  and  indebtedness  have  been 
delivered  to  the  Trustee  hereof  for  cancellation  and  ex- 
tinguishment and  surrender  to  the  Railroad  Company  simul- 
taneously with  the  execution  and  delivery  of  these  presents  so 
that  this  indenture  shall,  upon  the  execution  and  delivery 
thereof,  become  and  be  a first  lien  upon  all  of  the  here- 
inbefore described  premises  and  property  of  the  Railroad 
Company  ; and 

Whereas,  the  Railroad  Company,  being  thereto  duly 
authorized  by  law,  desires  and  proposes  : (a)  to  develop, 
construct  and  extend  its  railroad  to  tide-water  in  Balti- 
more City,  or  territory  adjacent  thereto,  and  to  provide 
proper  and  sufficient  tide-water  terminals  and  terminal 
facilities  for  said  railroad  and  for  the  utilization  of 
the  tide-water  franchises  thereof  and  which  are  or  may 
be  owned  or  controlled  by  the  Railroad  Company  ; (d) 
to  extend  its  railroad  facilities  or  supply  and  furnish  railroad 
connection  and  facilities  in  conjunction  with  its  railroad  to 
the  coal  regions  of  Western  Maryland  and  West  Virginia  ; 
(c)  to  provide  by  construction,  or  aiding  construction,  or  by 
lease  or  by  trackage  or  operating  agreement,  or  otherwise,  a 
connection  between  its  railroad  and  that  of  the  West  Virginia 
Central  and  Pittsburg  Railway  Company  ; (d)  to  acquire  all  or 


substantially  all  of  the  outstanding  shares  of  the  capital  stock 
of  the  West  Virginia  Central  and  Pittsburg  Railway  Company  ; 

(ej  to  provide  for  the  construction  or  acquisition  of  such  ex- 
tensions and  branches  of  its  railroad,  and  of  the  railroad  of 
any  other  Company  a majority  of  whose  outstanding  capital 
stock  is  owned  by  the  Railroad  Company  and  pledged  here- 
under, and  of  the  railroad  of  an}^  other  Company  all  of  whose 
bonds,  indebtedness  and  outstanding  capital  stock  shall  be 
owned  by  the  Ra.ilroad  Company,  as  in  the  judgment  of  the 
Board  of  Directors  should  be  so  constructed  or  acquired,  and 
(f)  to  provide  for  the  permanent  betterment,  improvement, 
equipment  and  development  of  its  lines  of  railroad  and  prop- 
erty and  the  lines  of  railroad,  mines,  mining  operations  and 
other  property  of  any  other  company  all  or  a majority  of 
whose  outstanding  capital  stock  is  owned  by  the  Railroad 
Company,  and  for  suitable  and  adequate  facilities  and  ter- 
minals in  connection  with  such  railroads  and  properties  ; and 

Whereas,  the  Railroad  Company  is  authorized  by  law  to  Acquisition  of 

. T • • • additional 

acquire  and  may  desire  to  acquire,  in  the  manner  hereinafter  securities. 

provided,  all  or  a part  of  the  outstanding  bonds  secured  upon 
all  or  any  of  its  leased  lines  of  railroad,  as  well  as  bonds  which 
are  or  may  be  secured  upon  the  West  Virginia  Central  and 
Pittsburg  System  or  parts  thereof,  and  upon  lines  of  railroad, 
branches,  extensions  and  property,  tlie  construction  or  acqui- 
sition of  which  is  herein  contemplated  ; and 

Whereas,  it  is  intended  that  the  securities  hereinafter  de- securities  to 
scribed  and  specifically  pledged,  and  also  all  of  the  securities 
which  hereafter  shall  be  acquired  by  the  Railroad  Company 
through  the  operation  of  the  provisions  of  this  Indenture,  or 
by  the  use  of  the  bonds,  or  of  the  proceeds  of  bonds,  secured 
hereby,  shall  be  deposited,  under  and  subject  to  the  provisions 
hereof,  with  the  Trustee  of  this  Indenture  as  part  of  the  se- 
curity for  the  bonds  issued  hereunder  ; and 


6 


Resolution 
authorizing 
mortgage  and 
Issue  of  bonds. 


Whereas,  at  a meeting  of  the  President  and  Board  of  Di- 
rectors of  the  Railroad  Company,  party  hereto  of  the  first  part, 
duly  held  on  the  sixth  day  of  August,  in  the  year  nine- 
teen hundred  and  two,  a draft  of  a mortgage  or  deed  of 
trust  substantially  in  the  form  of  this  Indenture  was  submitted, 
and  a resolution  in  the  following  words  and  figures  was  duly 
and  unanimously  adopted,  viz.  : 

Resolved,  for  the  purpose  of  making  provision  to 
refund  and  retire  all  of  its  outstanding  indebtedness  and 
obligations  secured  by  liens  upon  any  part  of  its  property, 
to  develop,  construct  and  extend  its  railroad  to  tidewater  in 
Baltimore  City  or  territory  adjacent  thereto  and  to  provide 
proper  and  sufficient  tidewater  terminals  and  terminal  facilities 
for  said  railroad  and  for  the  utilization  of  the  tidewater  fran- 
chises thereof  and  which  are  or  may  be  controlled  by  the 
Railroad  Company  ; to  extend  its  railroad  facilities  or  supply 
and  furnish  railroad  connections  and  facilities  in  conjunction 
with  its  railroad  to  the  coal  regions  of  Western  Maryland  and 
West  Virginia;  to  provide  by  construction  or  through  aid  of 
construction  or  by  lease  or  trackage  or  operating  agreement  or 
otherwise  a connection  between  its  railroad  and  that  of  the 
West  Virginia  Central  and  Pittsburgh  Railway  Company  ; to 
acquire  all  or  substantially  all  of  the  outstanding  capital  stock 
of  the  West  Virginia  Central  and  Pittsburgh  Railway  Company  ; 
to  provide  for  the  construction  or  acquisition  of  such  exten- 
sions and  branches  of  its  railroad  or  its  leased  lines  or  the 
railroad  of  any  other  company  a majority  of  whose  capital 
stock  shall  be  owned  by  the  Railroad  Company  as  in  the  judg- 
ment of  the  Board  of  Directors  should  be  so  constructed  or 
acquired,  and  to  provide  for  the  permanent  betterment,  im- 
provement equipment  and  development  of  its  lines  of  railroad 
and  property  and  of  the  lines  of  railroad,  mines,  mining 
operations  and  other  property  of  any  other  company  all  or  a 
majority  of  whose  capital  stock  shall  be  owned  by  the  Railroad 
Company  and  for  suitable  and  adequate  terminal  facilities  and 
terminals  in  connection  with  such  railroads  and  properties 
and  for  other  lawful  corporate  purposes,  that  this  Company 
do  create  an  issue  of  fifty  year  four  per  cent,  gold  bonds,  to  be 
known  as  First  Mortgage  Four  per  cent.  Fifty  year  Gold  Bonds  ; 
such  bonds  to  be  coupon  bonds  with  provision  for  registration 
as  to  principal  and  convertible  into  registered  bonds  without 
coupons,  or  both  coupon  bonds  and  registered  bonds  without 
coupons,  the  coupon  bonds  all  to  be  dated  the  first  day  of 
October,  1902,  and  all  such  coupon  bonds  and  registered 
bonds  to  be  payable  on  the  first  day  of  October,  1952,  and 
to  bear  interest  at  the  rate  of  four  per  cent,  per  annum,  pay- 


7 


able  semi-auimallj  on  the  first  days  of  April  and  October 
in  each  year  (interest  on  the  coupon  bonds  to  date  from 
October  1st,  1902),  aud  both  principal  and  interest  being 
payable  in  the  City  of  New  York  in  gold  coin  of  the  United 
States  of  the  present  standard  of  weight  and  fineness  and  with- 
out deduction  for  United  States,  State,  County  or  Municipal 
taxes  which  the  Company  may  be  required  to  pay  or  to  retain 
therefrom  under  any  present  or  future  law.  The  total  issue  of 
said  bonds  for  all  purposes  to  be  limited  to  the  aggregate  prin- 
cipal sum  of  $50,000,000  and  all  of  said  bonds  to  be  equally 
secured  by  aud  to  be  issued  and  disposed  of  on  the  terms  and 
conditions  and  for  the  purposes  and  in  the  manner  set  forth 
in  a mortgage  or  deed  of  trust  to  The  Mercantile  Trust  Com- 
pany, a corporation  of  the  State  of  New  York,  as  Trustee, 
substantially  in  the  form  thereof  submitted  to  this  board,  the 
execution,  acknowledgment  and  delivery  whereof  by  the  proper 
officers  of  this  company  is  hereby  authorized  and  directed, 
to  be  known  as  the  First  Mortgage  of  this  Company, 
and  to  cover  as  a first  and  paramount  lien  all  the  rail- 
roads, terminals,  equipment  and  lands  owned  by  the 
Company  as  provided  in  said  mortgage  or  deed  of  trust, 
aud  all  stocks  of  leased  line  Companies  owned  by  the 
Company,  and  all  stocks  and  bonds  of  other  Companies 
which  shall  be  received  in  exchange  for  the  bonds  hereby 
authorized  or  which  shall  be  acquired  by  this  Company  through 
the  use  of  said  bonds  or  their  proceeds,  and  also  such  further 
stocks,  bonds,  securities  and  other  property  as  the  Company 
may  hereafter  acquire  by  the  use  of  said  bonds,  hereby 
authorized,  or  the  proceeds  of  said  bonds,  as  provided  in  said 
mortgage,  or  which  may  from  time  to  time  be  expressly  con- 
veyed, assigned  or  mortgaged  or  pledged  and  delivered,  or  by 
writing  of  any  kind  assigned  or  transferred  by  the  Company 
or  by  any  one  in  its  behalf,  to  the  Trustee  under  said 
mortgage  ” ; 

And,  whereas,  the  bonds  to  be  secured  by  this  indenture  Denominations 
shall  be  coupon  bonds  of  the  denomination  of  $1,000,  numbered  of  bonds, 
consecutively  from  one  upwards,  and  registered  bonds  (to  be 
designated  as  such  on  their  face)  of  the  denomination  of 
$1,000,  and  such  multiples  thereof  as  the  Eailroad  Company 
from  time  to  time,  by  resolution  of  its  Board  of  Directors  or 
Executive  Committee,  may  authorize  ; every  such  registered 
bond  bearing  some  distinctive  number  or  designation,  and  all 
coupon  bonds  and  registered  bonds  respectively  to  be  sub- 
stantially of  the  following  tenor  : 


8 


Form  ol 
coupon  bond. 


[form  of  coupon  bond.] 

No.  $1,000 

UNITED  STATES  OF  AMERICA. 

Western  Maryland  Rail  Road  Company. 

First  Mortgage  Four  Per  Cent.  Fifty  Year  Gold 

Bond. 

The  Western  Maryland  Rail  Road  Company  (hereinafter 
termed  the  Railroad  Company)  for  value  received  prom- 
ises to  paj  on  the  first  day  of  October,  one  thousand  nine 
hundred  and  fifty-two,  at  its  oflSce  or  agency  in  the  City 
of  New  York,  to  the  bearer,  or,  if  this  bond  be  regis- 
tered, then  to  the  registered  holder  hereof,  ONE  thousand  dol- 
lars, gold  coin  of  the  United  States  of  the  present  standard 
of  weight  and  fineness,  and  to  pay  interest  thereon  from 
October  1st,  1902,  until  the  payment  of  this  bond,  at 
the  rate  of  four  per  cent,  per  annum,  such  interest  being 
payable  at  said  office  or  agency  in  like  gold  coin  semi- 
annually on  the  first  days  of  April  and  October  in  each 
year,  but  only  upon  surrender  for  cancellation  of  the  re- 
spective coupons  for  such  interest  hereto  annexed.  Both  the 
principal  and  interest  of  this  bond  are  payable  without  deduc- 
tion for  any  tax  or  taxes  which  the  Railroad  Company  may 
be  required  to  pay  or  to  retain  therefrom  under  or  by  reason 
of  any  present  or  future  law  of  the  United  States  or  of  any 
State,  County  or  Municipality  therein. 

This  bond  is  one  of  a series  of  coupon  and  registered 
bonds  of  the  Railroad  Company  known  as  First  Mortgage  Four 
per  cent.  Fifty-Year  Gold  Bonds,  duly  authorized  and  approved 
by  the  President  and  Board  of  Directors  and  by  the  Stock- 
holders of  the  Railroad  Company,  to  an  amount  not  exceeding 
in  the  aggregate  the  principal  sum  of  Fifty  million  dollars 


9 


at  any  one  time  outstanding,  all  of  which  bonds  are  issued 
and  to  be  issued  under  and  in  pursuance  of  and  are 
equally  secured  by  a first  mortgage  or  deed  of  trust  dated 
October  1st,  1902,  executed  by  the  Railroad  Company  to 
The  Mercantile  Trust  Company,  a corporation  of  the  State 
of  New  York,  as  trustee,  of  all  the  property  and  franchises  of 
the  Railroad  Company  now  owned  or  hereafter  constructed  or 
acquired  by  it  through  the  use  of  said  bonds  or  their 
proceeds,  as  described  in  said  mortgage  or  deed  of 
trust,  to  which  reference  is  hereby  made  for  a description  of 
the  property  and  franchises  mortgaged  or  pledged,  the  nature 
and  extent  of  the  security,  the  rights  of  the  holders  of  said 
bonds  under  the  same  and  the  terms  and  conditions  upon 
which  said  bonds  are  issued  and  secured  and  are  to  be  used. 

If  default  shall  be  made  in  the  payment  of  any  semi- 
annual installment  of  interest  on  this  bond  when  the  same 
shall  become  due  and  be  demanded,  and  such  installment  shall 
remain  unpaid  for  six  months  after  such  demand,  the  principal 
of  this  bond  may  become  due  and  payable  in  the  manner  pro- 
vided in  said  Mortgage  or  Deed  of  Trust.  This  bond  shall 
pass  by  delivery  unless  registered  in  the  name  of  the  owner  on 
the  books  of  the  Railroad  Company  in  the  City  of  New  York  ; 
after  registration  of  ownership  certified  hereon  by  the  transfer 
agent  of  the  Railroad  Company  no  further  transfer  except  upon 
the  books  of  the  said  Company  shall  be  valid,  unless  trans- 
ferred to  bearer  on  said  books,  after  which  this  bond  shall 
pass  by  delivery  as  at  first,  but  shall  continue  subject  to  reg- 
istration and  transfer  to  bearer  successively  at  the  option  of 
each  holder  ; such  registration,  however,  shall  not  affect  the 
negotiability  of  the  coupons,  but  the  same  shall  continue  to  be 
transferable  by  delivery,  notwithstanding  registration  of  the 
bond.  This  bond  with  all  un  matured  coupons  is  also 
exchangeable  at  any  time  for  a registered  bond  without 
coupons  as  provided  in  said  Mortgage  or  Deed  of  Trust.  No 
recourse  in  any  event  shall  be  made  for  the  payment  of  the 
principal  or  interest  of  this  bond  against  any  stockholder. 


10 


director  or  officer  of  the  Railroad  Company.  This  bond  shall 
not  be  valid  unless  authenticated  by  the  certificate  endorsed 
hereon  executed  by  the  The  Mercantile  Trust  Company,  or  its 
successor,  as  Trustee  under  said  Mortgage  or  Deed  of  Trust. 

In  Avitness  whereof,  the  Western  Maryland  Rail  Road 
Company  has  caused  these  presents  to  be  signed  by  its  Presi- 
dent, or  one  of  its  Vice-Presidents,  and  its  corporate  seal, 
attested  by  its  Secretary  or  one  of  its  Assistant  Secretaries,  to 
be  hereto  affixed  as  of  the  first  day  of  October,  A.  D.  1902,  and 
the  annexed  interest  coupons  to  be  executed  with  the  engraved 
signature  of  its  Treasurer. 

Western  Maryland  Rail  Road  Company, 

By 


Attest : 


President. 


Secretary. 

[form  of  registered  bond.] 


No. 


Form  of  regis- 
tered bond. 


UNITED  STATES  OF  AMERICA. 

Western  Maryland  Rail  Road  Company. 


First  Mortgage  Four  Per  Cent.  Fifty  Year  Registered 

Gold  Bond. 


The  Western  Maryland  Rail  Road  Company  (hereinafter 
termed  the  Railroad  Company),  for  value  received, 
promises  to  pay  on  the  first  day  of  October,  one  thousand 
nine  hundred  and  fifty-two,  at  its  office  or  agency  in  the 
City  of  New  York,  to 


the  sum  of 


11 


Dollars  gold  coin  of  the  United  States,  of  the  present  standard 
of  weight  and  fineness,  and  to  pay  interest  thereon  from  the  first 
day  of  April  or  October,  as  the  case  may  be,  next  preceding  the 
date  of  this  bond  until  the  payment  of  this  bond,  at  the  rate  of 
four  per  cent,  per  annum,  such  interest  being  payable  at  said 
office  or  agency  in  like  gold  coin,  semi-annually,  on  the  first 
dajs  of  April  and  October  in  each  year.  Both  the  principal  and 
interest  of  this  bond  are  payable  without  deduction  for  any 
tax  or  taxes  which  the  Kailkoad  Company  may  be  required 
to  pay  or  retain  therefrom  under  or  by  reason  of  any 
present  or  future  law  of  the  United  States,  or  of  any  State, 
County  or  Municipality  therein.  This  bond  is  one  of  a 
series  of  coupon  and  registered  bonds  of  the  Eailroad  Com- 
pany known  as  First  Mortgage  Four  per  cent.  Fifty  Year  Gold 
Bonds,  duly  authorized  and  approved  by  the  President  and 
Board  of  Directors  and  by  the  Stockholders  of  the  Railroad 
Company,  to  an  amount  not  exceeding  in  the  aggregate  the  prin- 
cipal sum  of  Fifty  million  dollars  at  any  one  time  outstanding 
all  of  which  bonds  are  issued  and  to  be  issued  under  and 
in  pursuance  of,  and  are  equally  secured,  by  a first  mortgage 
or  deed  of  trust  dated  October  1st,  1902,  executed  by  the 
Railroad  Company  to  The  Mercantile  Trust  Company,  a 
corporation  of  the  State  of  New  York,  as  Trustee,  of  all  the 
property  and  franchises  of  the  Railroad  Company  now  owned 
or  hereafter  constructed  or  acquired  by  it  through  the  use  of 
said  bonds  or  their  proceeds,  as  described  in  said  mortgage  or 
deed  of  trust,  to  which  reference  is  hereby  made  for  a de- 
scription of  the  property  and  franchises  mortgaged  or  pledged, 
the  nature  and  extent  of  the  security,  the  rights  of  the  holders 
of  said  bonds  under  the  same  and  the  terms  and  conditions 
upon  which  said  bonds  are  issued  and  secured  and  are  to  be 
used. 

If  default  shall  be  made  in  the  payment  of  any  semi-annual 
installment  of  interest  on  this  bond  when  the  same  shall  be- 
come due,  and  be  demanded,  and  such  installment  shall  remain 


12 


unpaid  for  six  months  after  such  demand,  the  principal  of  this 
bond  may  become  due  and  payable  in  the  manner  provided  in 
said  mortgage  or  deed  of  trust.  This  bond  is  transferable  by 
the  registered  holder  thereof  in  person,  or  by  attorney  duly 
authorized,  on  the  Railroad  Company’s  books  at  its  office  or 
agency  in  the  City  of  New  York,  upon  surrender  and  cancella- 
tion of  this  bond,  and  a new  registered  bond  or  bonds  will  be 
issued  to  the  transferee  in  exchange  therefor,  as  provided  in 
said  mortgage  or  deed  of  trust,  and  on  payment,  if  the  Rail- 
road Company  shall  so  require,  of  the  charge  therein  provided 
for.  No  recourse  in  any  event  shall  be  made  for  the  payment 
of  the  principal  or  interest  of  this  bond  against  any  stock- 
holder, director  or  officer  of  the  Railroad  Company.  This  bond 
shall  not  be  valid  unless  authenticated  by  the  certificate  en- 
dorsed hereon,  executed  by  The  Mercantile  Trust  Company, 
or  its  successor,  as  Trustee  under  said  mortgage  or  deed  of 
trust. 

In  witness  whereof,  the  Western  Maryland  Rail  Road 
Company  has  caused  these  presents  to  be  signed  by  its 
President,  or  one  of  its  Vice-Presidents,  and  its  corporate 
seal,  attested  by  its  Secretary,  or  one  of  its  Assistant 
Secretaries,  to  be  hereto  affixed  this  day  of  , 

A.  D. 

Western  Maryland  Rail  Road  Company 

By 


Attest : 


President. 


Secretary. 


and 


13 


Whereas,  there  shall  be  annexed  to  said  coupon  bonds  at 
the  time  of  the  issue  thereof  the  coupons  representing  the 
semi-annual  interest  installments  which  may  become  due 
thereon,  each  of  which  coupons  shall  be  substantially  of  the 
following  form  : 


No. 


[form  of  interest  coupons.] 


Form  of  Inter- 
est  Coupon. 


On  the  first  day  of  the  Western  Maryland 

Rail  Road  Company  will  pay  to  the  bearer  at  its  office  or  finan- 
cial agenc}^  in  the  City  of  New  York  Twenty  Dollars  in  United 
States  gold  coin,  without  deduction  for  taxes,  being  the  semi- 
annual interest  then  due  on  its  First  Mortgage  Four  per  cent. 
Fifty  Year  Gold  Bond  No. 


and 


Treasurer. 


Whereas,  each  of  the  coupons  to  be  attached  to  said  coupon 
bonds  is  to  be  authenticated  by  the  engraved  fac-simile 
of  the  signature  of  the  present  Treasurer  or  of  any  future  Form  of 
Treasurer  of  the  Railroad  Company,  it  being  intended  that  signature, 
the  Railroad  Company  may  adopt  and  use  for  that  purpose 
the  engraved  fac-simile  of  the  signature  of  any  person  who 
shall  have  been  such  Treasurer,  notwithstanding  the  fact  that 
he  may  have  ceased  to  be  such  Treasuier  at  the  time  when 
such  bonds  shall  be  actually  certified  and  delivered  or  when 
such  coupons  shall  be  attached  to  the  bonds ; and 

Whereas,  there  shall  be  endorsed  upon  each  of  the  coupon 
bonds  and  registered  bonds  secured  hereby  a certificate  of  said 
The  Mercantile  Trust  Company  the  Trustee  hereunder  (or  its 
successor  appointed  hereunder),  that  such  bond  is  one  of  the 
Bonds  therein  described,  and  no  bond  shall  be  valid  or  oblig- 
atory for  any  purpose  until  such  certificate  shall  have  been 
executed  by  the  Trustee,  such  certificate  to  be  substantially 
of  the  following  tenor  : 


14 


Action  of 
Stockholders 
and  Directors. 


Granting 

clause. 


[FORM  OF  trustee’s  CERTIFICATE.] 

This  bond  is  one  of  the  series  of  Bonds  described  in  the 
within-mentioned  Mortgage  or  Deed  of  Trust  executed  by  The 
Western  Maryland  Bail  Boad  Company  to  the  undersigned  as 
Trustee. 

The  Mercantile  Trust  Company 

Trustee. 

By 


and 


Vice-President. 


Whereas,  at  a meeting  of  the  Stockholders  of  the 
Bailroad  Company,  held  on  the  14th  day  of  October,  1902, 
pursuant  to  notice  duly  given,  as  required  by  law,  the 
issue  of  the  bonds  hereby  secured  and  the  execution  and 
delivery  of  this  indenture  were  duly  approved  and 
authorized  ; and  at  a meeting  of  the  Board  of  Directors  of  the 
Bailroad  Company  held  the  16th  day  of  October,  1902,  the 
oflScers  of  said  Company  were  directed  to  execute  and  deliver 
the  said  mortgage  in  the  form  of  this  instrument. 


thzxzioxZf  this  %ndxntnxz  W&^itnzssz\h  : 

That,  in  order  to  secure  the  payment  of  the  principal  and 
interest  of  all  such  bonds  at  any  time  issued  and  outstanding 
under  this  Indenture,  according  to  their  tenor  and  effect,  and 
the  performance  of  all  the  covenants  and  conditions  herein 
contained,  and  in  consideration  of  the  premises  and  of 
the  purchase  and  acceptance  of  such  bonds  by  the  holders 
thereof,  and  of  the  sum  of  One  dollar  to  it  duly  paid  by  the 
Trustee,  at  or  before  the  ensealing  or  delivery  of  these  pres- 
ents, the  receipt  whereof  is  hereby  acknowledged,  the  Bail- 
road Company,  party  of  the  first  part,  has  executed  and  deliv- 
ered these  presents,  and  has  granted,  bargained,  sold,  aliened, 
remised,  released,  conveyed,  confirmed,  assigned,  transferred 
and  set  over,  and  by  these  presents  does  grant,  bargain,  sell, 
alien,  remise,  release,  convey,  con6rm,  assign,  transfer  and 


15 


set  over  ueto  the  Trustee,  party  of  the  second  part,  its 
successors  and  assigns  forever. 

All  and  singular  the  line  of  railroad  of  the  Kailro ad  Railroad 

mortgaged. 

Company,  party  hereto  of  the  first  part,  extending  from  Hillen 
Station  to  Madison  Street,  in  Baltimore  City,  a distance  of 
.40  miles,  and  from  Fulton  Junction  in  said  Baltimore  to 
Williamsport,  a distance  of  90.29  miles  and  a line  connecting 
the  Baltimore  and  Ohio  and  the  Norfolk  and  Western  Kail- 
roads  in  the  City  of  Hagerstown,  a distance  of  1.79  miles  ; in 
all  92.48  miles  of  railroad,  all  in  the  State  of  Maryland,  except 
about  three-fourths  of  a mile  in  the  State  of  Pennsylvania, 
at  Blue  Ridge  Summit,  and  at  Pen-Mar. 

Also  the  following  described  shares  of  capital  stock  owned 
by  the  Railroad  Company,  the  certificates  for  which  shares, 
duly  endorsed  for  transfer,  have,  simultaneously  with  the  ex- 
ecution hereof,  been  delivered  to  The  Mercantile  Trust  Com- pledged, 
pany.  Trustee  hereunder,  namely  : 

13,169  shares  of  the  common  capital  stock  of  the  Balti- 
more and  Harrisburg  Railway  Company,  of  the  par  value  of 
$658,450 

843  shares  of  the  common  capital  stock  of  the  Baltimore 
& Cumberland  Valley  Railway  Company,  of  the  par  value  of 
$42,150 

1,509  shares  of  the  common  capital  stock  of  the  Balti- 
more Cumberland  Valley  Railroad  Company,  of  the  par 
value  of  $75,450 

9,993  shares  of  the  common  capital  stock  of  the  Potomac 
Valley  Railroad  Company,  of  the  par  value  of  $499,650 

4,779  shares  of  the  common  capital  stock  of  the  Baltimore 
& Harrisburg  Railway,  Western  Extension,  of  the  par  value  of 
$238,950 

And  93  shares  of  the  common  capital  stock  of  the  Western 
Maryland  Tide-water  Railroad  Company,  of  the  par  value  of 
$4,650. 

Also  all  other  stocks,  bonds,  certificates  of  indebtedness, 
claims  and  other  property  of  every  name  and  nature  now 


16 


owned  by  the  Railroad  Company,  and  also  all  other  property 
of  whatever  kind  hereafter  acquired  by  the  Railroad  Company 
which  by  any  of  the  provisions  of  this  Indenture  it  is  required 
to  pledge  with,  assign  or  transfer  to  the  Trustee. 

Also  all  railroads,  lines  of  railroad,  extensions  and  branches 
together  with  all  lands,  equipment,  property,  rights  and  fran- 
chises connected  therewith,  or  with  the  use  or  operation 
thereof,  and  all  other  property,  real  and  personal,  of  whatever 
kind  and  description,  which  may  be  constructed  or  acquired  by 
the  use  of  bonds  or  proceeds  of  bonds  issued  hereunder,  as  in 
this  Indenture  provided  ; 

Including,  also,  any  and  all  roadbed,  superstructure,  rights 
of  way,  rails,  tracks,  sidetracks,  bridges,  viaducts,  buildings, 
depots,  stations,  warehouses,  car-houses,  engine-houses,  freight- 
houses,  coal-houses,  wood-houses,  machine-shops  and  other 
shops,  turn-tables,  water-stations,  fences,  docks,  structures, 
erections  and  fixtures,  and  all  other  things  of  whatever  kind,  now 
owned  or  hereafter  acquired  by  the  Railroad  Company  or  its 
successors  in  any  wise  and  at  any  time  belonging  or  appei  tam- 
ing to  or  provided  for  use  upon  or  in  connection  with  any 
line  of  railway,  extension,  branch  or  other  property  now  owned 
by  the  Railroad  Company  or  hereafter  acquired  by  it,  and  sub- 
ject to  the  lien  of  this  Indenture  ; and  any  and  all  lands  de- 
signed for  depots,  warehouses  or  other  structures  at  any  ter- 
minus, or  on  or  along  any  line  of  railway,  extension  or  branch 
now  or  at  any  time  hereafter  subject  to  the  lien  hereof,  and 
any  and  all  locomotives,  engines,  cars  and  other  rolling  stock, 
equipment,  machinery,  instruments,  tools,  implements,  mate- 
rials, furniture  and  other  chattels,  wheresoever  situated,  now 
or  hereafter  held,  acquired,  or  provided  for  use  upon  any  such 
line  of  railway,  extension  or  branch  now  owned  or  hereafter 
acquired,  and  subject  to  the  lien  hereof,  and  any  and  all 
leaseholds,  leases,  rights  under  leases,  or  contracts,  track- 
age  agreements  or  operating  arrangements,  covenants  and 
agreements,  terms  or  parts  of  terms  (excepting,  however. 


17 


a lease  of  the  said  Washington  and  Franklin  Railroad,  dated 
the  first  day  of  July,  1901,  and  excepting  any  and  all  property 
rights,  leasehold  interests  or  agreements  under  said  last  men- 
tioned lease)  and  any  and  all  other  property,  real  and  personal, 
of  every  kind  and  description,  now  owned  or  hereafter  ac- 
quired by  the  Railroad  Company  for  use  upon,  or  in  connec- 
tion with,  or  for  the  purposes  of,  any  such  line  of  railway 
extension  or  branch,  now  or  at  any  time  subject  to  the 
lien  hereof ; and,  any  and  all  corporate  or  other  rights,  privi- 
leges and  franchises  which  the  Railroad  Company  now  has, 
and  all  rights,  privileges  and  franchises  which  the  Railroad 
Company  or  its  successors  hereafter  shall  acquire,  possess  or 
exercise  for,  or  appertaining  to,  the  construction,  maintenance, 
use  or  operation  of  any  and  all  lines  of  railway,  extensions 
and  branches  and  any  part  thereof,  which  are  now  or  hereafter 
may  become  subject  to  the  lien  of  this  Indenture  ; and  any  and 
all  the  rents,  issues,  profits,  tolls  and  other  income  of  all  lines 
of  railway,  extensions  and  branches,  and  any  part  thereof, 
which  are  now  or  may  become  hereafter  subject  to  the  lien 
hereof,  and  any  and  all  the  rights,  privileges,  franchises,  prop- 
erties, real  or  personal,  rights  and  things  which  the  Railroad 
Company  now  owns  or  hereafter  shall  possess  or  become 
entitled  to  possess,  for  the  purpose  of,  or  in  connection  with, 
any  such  line  of  railway,  extension  or  branch  now  or  hereafter 
subject  to  the  lien  of  this  Indenture  ; 

Also  any  and  all  other  property  of  any  kind,  including 
bonds  and  other  securities,  claims  and  stocks  which,  from  time 
to  time  hereafter,  may  be  expressly  conveyed  and  mort- 
gaged, or  delivered,^or  by  writing  of  any  kind  assigned  or 
transferred  by  the  Railroad  Company  or  by  any  one  with  its 
consent  in  its  behalf,  to  the  Trustee  hereunder  ; the 
Trustee  being  hereby  authorized,  with  the  consent  or  ap- 
proval of  the  Railroad  Company,  at  any  and  all  times  to  re- 
ceive any  such  property  as  and  for  additional  security  for  the 
bonds  issued  and  to  be  issued  hereunder  and  to  hold  and  ap- 


18 


ply  any  and  all  such  property  subject  to  the  trust  of  this 
Indenture  : Provided,  however,  and  it  is  hereby  expressly 
covenanted  and  declared,  that  any  conveyance,  mortgage, 
assignment  or  transfer,  pursuant  to  the  provisions  of  this 
clause,  of  any  property  not  acquired  in  whole  or  in  part  by 
the  use  of  bonds  or  proceeds  of  bonds  issued  hereunder  as 
and  for  additional  security,  may  be  made  subject  to  any  reser- 
vations, limitations,  conditions  and  provisions  which  shall  be 
set  forth  in  an  instrument  in  writing,  then  executed  by  the 
Trustee  and  by  the  Railroad  Company,  respecting  the  use, 
management  and  disposition  of  such  additional  property  or  the 
proceeds  thereof ; 

Together  with  all  the  right,  title,  estate,  interest  and  prop- 
erty which  the  Railroad  Company  now  has,  or  at  any  time 
hereafter  may  acquire,  in  or  to  any  of  the  franchises,  lines  of 
railway,  extensions,  branches,  telegraph  lines,  and  other  prop- 
erties, real,  personal,  or  mixed,  hereby  mortgaged,  conveyed 
and  assigned,  or  intended  so  to  be. 

And  it  is  covenanted  and  declared,  that  all  railroads, 
franchises,  rolling  stock,  stocks,  bonds  or  other  securities  and 
property  of  every  kind  and  description  and  any  interest  therein 
which,  by  any  covenant  or  provision  of  this  Indenture,  the 
Railroad  Company  has  subjected,  or  agreed  to  subject,  to  the 
lien  hereof,  shall  immediately  when  acquired  by  the  Railroad 
Company,  and  subject  to  the  terms  and  conditions  of  such 
acquisition  and  without  any  further  conveyance,  assignment  or 
delivery  become  and  be  subject  to  the  lien  of  this  Indenture 
as  fully  and  completely  as  though  now  owned  by  the  Railroad 
Company  and  expressly  and  specifically  conveyed  and  embraced 
in  the  granting  clauses  of  this  Indenture  ; but  the  Railroad 
Company  covenants  and  agrees  that  at  any  and  all  times  it  will 
execute  and  deliver  any  and  all  further  conveyances  thereof 
and  instruments  of  further  assurance  to  the  Trustee,  as  the 
Trustee  may  reasonably  direct  or  require  for  the  purpose  of 
expressly  and  specifically  subjecting  the  same  to  the  lien  of 
this  Indenture. 


19 


But  it  is  hereby  covenanted  and  declared  that  the  Eail- 
ROAD  CoMRANY  reserves  the  right,  except  as  in  this  Indenture 
expressly  otherwise  provided,  to  acquire  any  railroad,  branch 
or  extension  and  any  stocks,  bonds,  securities  and  other  prop- 
erty of  any  kind  or  description  free  from  the  lien  of  this  In- 
denture ; and  any  railroad,  branch  or  extension  and  any 
stocks,  bonds,  securities  and  other  property  of  any  kind  or 
description  acquired  by  the  Bailroad  Company  without  the 
use  of  bonds  or  proceeds  of  bonds  issued  hereunder,  or  con- 
structed or  acquired  by  the  use  of  any  such  bonds  or  the  pro- 
ceeds of  any  such  bonds  as  may  be  delivered  to  the  Bailroad 
Company  as  hereinafter  provided  in  reimbursement  of  expendi- 
tures then  already  made  out  of  other  resources,  for  any  pur- 
pose for  which  bonds  are  hereinafter  provided  to  be  issued, 
shall  be  free  from  the  lien  of  this  Indenture  unless  specifically 
subjected  thereto  by  an  instrument  in  writing  executed  by  the 
Bailroad  Company  to  the  Trustee  hereof. 

Txaxrje  ami  ter  Bcrtxl  all  and  singular  the  said  rail- ^a&enaum. 
roads,  premises,  property,  real  or  personal,  franchises,  rights, 
estates,  lands,  appurtenances,  stocks,  bonds  and  other  securi- 
ties hereby  conveyed  and  mortgaged,  or  intended  so  to  be,  unto 
the  Trustee,  its  successors  and  assigns  forever. 

gut  tlue  afuvjesatd  Qxunts  uvz  iutvxtst/neui^ftlxeljess:,  Grant  m trust, 
for  the  equal  and  proportionate  benefit  and  security  of  all 
holders  of  the  bonds  and  coupons  issued  and  to  be  issued 
under  and  secured  by  this  Indenture,  and  for  the  enforce- 
ment of  the  payment  of  said  bonds  and  interest  when  payable 
according  to  their  tenor,  purport  and  effect,  and  to  secure  the 
performance  and  observance  of  and  compliance  with  the  cove- 
nants and  conditions  of  this  Indenture,  without  preference, 
priority  or  distinction  as  to  lien  or  otherwise  of  one  bond 
over  any  other  bond  by  reason  of  priority  in  the  issue,  sale 
or  negotiation  thereof,  or  of  the  purpose  of  their  issue,  so 
that  each  and  every  bond  issued  as  aforesaid  shall  have 


20 


the  same  right,  lien  and  privilege  under  and  by  virtue  of 
this  Indenture,  and  so  that  the  principal  and  interest  of 
every  such  bond  shall,  subject  to  the  terms  hereof,  be  equally 
and  proportionately  secured  hereby  as  if  all  had  been  duly 
issued,  sold  and  negotiated  simultaneously  with  the  execution 
and  delivery  of  this  indenture,  it  being  intended  that  the  lien 
and  security  of  this  Indenture  shall  take  effect  from  the  date 
of  the  execution  and  delivery  hereof  without  regard  to  the  time 
of  actual  issue,  sale  or  negotiation  of  said  bonds,  as  though 
upon  such  date  all  of  said  bonds  were  actually  issued,  sold 
and  delivered  to  and  in  the  hands  of  holders  thereof  for  value. 

Jixid  it  is  coxjjenatxtjed  and  xleciax^jed  that  all  such 
bonds,  with  the  coupons  for  interest  thereon,  are  to  be  issued, 
certified  and  delivered,  and  that  the  mortgaged  premises  are  to 
be  held  by  the  Trustee  subject  to  the  further  covenants, 
conditions,  uses  and  trusts  hereinafter  set  forth,  and  it  is 
hereby  covenanted  and  agreed  between  the  parties  hereto,  as 
follows,  viz.  : 


Article  First. 


GENERAL  PREREQUISITES  TO  ISSUE. 


To  bear 

Trustee’s 

certificates. 


Matured 
coupons  to  be 
cancelled. 


The  bonds  to  be  issued  under  and  secured  by  this  Indent- 
ure, together  with  the  interest  coupons  pertaining  thereto, 
shall  be  of  the  tenor  and  purport  above  recited. 

Only  such  bonds  as  shall  bear  thereon  endorsed  a certifi- 
cate in  the  form  hereinbefore  recited,  executed  by  the 
Trustee  hereunder,  shall  be  secured  by  this  Indenture  or 
entitled  to  any  lien,  right  or  benefit  hereunder  ; and  such  cer- 
tificate of  the  Trustee  upon  any  such  bond  executed  by  the 
Railroad  Company  shall  be  conclusive  evidence  that  the  bond 
so  certified  has  been  duly  issued  hereunder  and  that  the  holder 
is  entitled  to  the  benefit  of  the  trust  hereby  created. 

Before  certifying  or  delivering  any  bond,  all  coupons 
thereon  then  matured  shall  be  cut  off,  cancelled  and  delivered 


21 


to  the  Railroad  Company  ; and  the  Trustee  shall  not  certify 
or  deliver  any  registered  bond  bearing  interest  from  a date 
more  than  six  months  prior  to  such  certification  or  delivery. 

The  amount  of  the  bonds  hereby  secured  which  may  be 
executed  by  the  Railroad  Company  and  which  may  be  certified 
by  the  Trustee  is  limited  so  that  there  shall  never  at  any 
time  be  outstanding  under  this  Indenture  bonds  for  an  aggre- 
gate principal  sum  exceeding  Fifty  Million  dollars  ($50,000,000). 

All  bonds  to  be  secured  hereby  shall  from  time  to  time  be 
executed  and  be  delivered  by  the  Railroad  Company  to  the 
Trustee  for  certification,  and  thereupon  the  Trustee  shall  cer- 
tify and  deliver  the  same,  as  provided  in  Article  Second  of  this 
Indenture,  and  not  otherwise.  On  request  of  the  Railroad  Com- 
pany the  Trustee  shall  so  certify  such  bonds  and  shall  deliver 
the  same  pursuant  to  the  provisions  of  said  Article  Second, 
whether  or  not  such  delivery  shall  be  in  advance  of  registration 
or  recording  of  this  Indenture. 


Article  Second. 


PURPOSES  AND  CONDITIONS  OF  ISSUE. 


Section  1.  Of  the  bonds  authorized  to  be  issued  under  and 
secured  by  this  Indenture  bonds  in  the  aggregate  principal 
amount  of  Nine  Million  five  hundred  thousand  dollars  $9,50^,000  upoa 

tTRllSTBr  to 

($9,500,000)  shall,  upon  the  execution  and  delivery  hereof,  p^opgrtfes 
as  soon  as  may  be  thereafter,  be  certified  by  the  Trustee  andg^T^y^ 
delivered  to  the  Railroad  Company  upon  the  execution  and  Sy ^council  ot 

Baltimore. 


delivery  to  the  Trustee  of  ap  instrument  or  instruments  in 
writing  conveying,  assigning,  transferring  and  releasing  to  the 
Railroad  Company  all  of  the  debts,  obligations,  interests  and 
property  (except  the  shares  of  the  capital  stock  of  the  Railroad 
Company)  embraced  in  the  deeds  of  conveyance  and  assign- 
ment made  June  27th,  1902,  by  and  between  the  Mayor  and 
City  Council  of  Baltimore,  as  party  of  the  first  part,  and  Myron 
T.  Herrick,  Winslow  S.  Pierce  and  Edward  L.  Fuller,  as  parties 


22 


jll,000,000  upon 
delivery  to  the 
Trustee  of 
stock  of  W.  V. 
C.  & P.  Ky.  Co. 


14,500.000  upon 
deposit  with 
the  Trustee  of 
a like  amount 
in  cash. 


of  the  second  part,  and  upon  the  delivery  to  the  Trustee  for 
cancellation  and  surrender  to  the  Kailroad  Company  of  all  the 
bonds  and  coupons  mentioned  in  said  deeds  of  assignment. 

Section  2.  Of  the  bonds  authorized  to  be  issued  under  and 
secured  by  this  Indenture,  bonds  in  the  aggregate  principal 
amount  of  Eleven  Million  Dollars  ($11,000,000)  shall  be  cer- 
tified by  the  Trustee  and  delivered  by  the  Railroad  Company 
upon  the  deposit  with  the  Trustee  of  shares  of  the  capital 
stock  of  the  West  Virginia  Central  and  Pittsburg  Railway 
Company  to  the  aggregate  amount  of  at  least  one  hundred 
and  three  thousand  four  hundred  aud  ninety-seven  (103,497) 
shares  of  said  stock,  being  about  ninety-eight  per  cent.  (98%)  of 
the  entire  outstanding  capital  stock  of  said  last  mentioned  Rail- 
way Company,  the  certificates  representing  said  shares  so  de- 
posited to  be  endorsed  in  blank  for  transfer  or  accompanied 
with  proper  assignments  for  transfer  and  said  shares  to  be  and 
to  become  immediately  upon  such  delivery  and  deposit  a part 
of  the  security  for  the  bonds  issued  under  this  Indenture. 

Section  3.  Of  the  bonds  authorized  to  be  issued  and  se- 
cured by  this  Indenture  bonds  in  the  aggregate  principal 
amount  of  Four  Million  five  hundred  thousand  dollars 
($4,500,000)  shall  from  time  to  time  be  certified  by  the 
Trustee  and  delivered  to  the  Railroad  Company  upon  the  de- 
posit whth  the  Trustee  of  a sum  or  sums  of  money  as  herein- 
after in  this  section  provided. 

Whenever  the  Railroad  Company  shall  deposit  or  cause  to 
be  deposited  with  the  Trustee  any  sums  of  money  not  exceed- 
ing in  the  aggregate  the  principal  amount  of  the  bonds  re- 
served under  this  section,  the  Trustee  shall  receive  the  money 
so  deposited,  and  shall  thereupon  certify  and  deliver  to  the 
Railroad  Company,  or  upon  its  order,  bonds  secured  hereby 
and  reserved  as  aforesaid  under  this  section  in  a principal 
amount  equal  to  the  amount  of  money  so  deposited  with  the 
Trustee. 


23 


The  money  deposited  with  the  Trustee  under  the  provis- 
ions of  this  section  shall  be  held  by  it  and  sliall  be  available 
to  the  Eailroad  Company  as  follows  : 

One  Million  Dollars  ($1,000,000)  of  the  money  <3eposited 
with  the  Trustee  under  the  provisions  of  this  section,  shall 
immediately  upon  such  deposit  fall  into  and  be  passed  to  the 
credit  of  the  Development  and  Equipment  Fund  provided  for 
in  Article  Fifth  of  this  Indenture. 

Three  million  five  hundred  thousand  dollars  ($3,600,000)  of 
the  money  deposited  with  the  Trustee  under  the  provisions 
of  this  section,  or  so  much  thereof  as  may  be  necessary  for  the 
purposes  hereinafter  set  forth,  shall  be  set  apart  to  be  paid  over 
to  the  Railroad  Company  from  time  to  time  for  the  following 
purposes  and  upon  the  following  conditions,  viz.  : 

The  primary  purpose  for  which  said  sum  of  $3,500,000,  or  $3,500,000  for 

construction 

SO  much  thereof  as  may  be  necessary,  may  be  paid  over  to  or  acquisition 
the  Railroad  Company  is  the  construction  or  acquisition  and  system  orthe 
equipment  by  the  Railroad  Company,  or  by  any  other  company  & the  w.  v.  c. 
a majority  of  whose  capital  stock  is  owned  by  the  Railroad 
Company  at  the  time  of  the  execution  of  this  Indenture  and 
pledged  hereunder,  or  by  any  other  company  all  of  whose  bonds, 
indebtedness  and  outstanding  stock  (except  the  number  of  shares 
necessary  to  qualify  directors)  shall,  at  the  time  of  such  con- 
struction or  acquisition,  be  owned  by  the  Railroad  Company 
and  pledged  hereunder,  of  a line  of  railroad  connecting  the 
system  of  the  Railroad  Company  and  the  lines  of  railroad  of 
the  West  Virginia  Central  and  Pittsburg  Railway  Company,  or 
for  the  acquisition  en  bloc  by  the  Railroad  Company  of  all  the 
bonds,  indebtedness  and  outstanding  stock  (except  the  num- 
ber of  shares  necessary  to  qualify  directors)  of  any  other  com- 
pany which  shall  own  such  a connecting  line  of  railroad. 

The  conditions  upon  which  said  sum  of  $3,500,000,  or  so  conditions 
much  thereof  as  may  be  necessary,  shall  be  paid  over  to  the  payS)t°of 

. . $3,500,000. 

Railroad  Company  from  time  to  time  as  portions  of  said  line 


24 


Kesolutlon  of 
Directors  and 
certificates  of 
President  or 
Vice-President 
and  Secretary 


of  railroad  are  completed  and  equipped,  or  such  bonds,  in- 
debtedness and  stock  acquired,  are  as  follows  : 

Before  paying  over  any  of  said  money  there  shall  be 
delivered  to  the  Teustee  a copy  of  a resolution  passed  by  the 
Board  of  Directors  or  the  Executive  Committee  of  the  Board 
. of  Directors  of  the  Bailroad  Company  calling  for  the  payment 
of  money  under  this  Section  and  there  shall  also  be  delivered 
to  the  Trustee  a certificate  or  certificates  signed  by  the  Pres- 
ident or  Vice-President  and  by  the  Secretary  of  the  Railroad 
Company  certifying : 

1.  A description  of  the  number  of  miles  of  completed  and 
equipped  railroad  and  of  the  property  constructed  or  acquired 
and  equipped  by  the  Railroad  Company  and  the  amount  ex- 
pended for  such  purpose  and  that  such  railroad,  property  and 
equipment  is  free  from  any  lien,  charge,  or  encumbrance  prior 
to  the  lien  of  this  Indenture  except  undetermined  claims 
incidental  to  construction,  the  amount  whereof  shall  be  stated  ; 
or 

2.  A description  of  the  number  of  miles  of  completed  and 
equipped  railroad  an  of  the  property  constructed  or  acquired 
and  equipped,  and  the  amount  expended  for  such  purpose,  by 
any  of  the  companies  respectively  described  in  this  section, 
and  that  such  railroad  and  equipment  is  free  from  any  lien, 
charge  or  encumbrance,  except  such  as  may  exist  in  favor  of 
the  Railroad  Company  and  be  pledged  hereunder  and  except 
undetermined  claims  incidental  to  construction,  the  amount  of 
which  shall  be  stated  ; or 

3.  A description  of  the  bonds,  indebtedness  and  shares  of 
stock  of  any  other  company  which  shall  have  been  acquired  by 
the  Railroad  Company  and  of  the  property  owned  by  such 
other  company,  and  the  amount  actually  expended  by  the 
Railroad  Company  in  such  acquisition  and  also  that  such 
bonds,  indebtedness  and  shares  of  stock  are  all  the  outstand- 
ing bonds  and  indebtedness  (except  undetermined  claims  inci- 
dental to  construction  to  an  amount  not  exceeding  that  stated 


25 


in  such  certificate  and  to  meet  which  a like  amount  shall  be 
deposited  or  left  with  the  Trustee  and  applied  as  provided  in 
Section  3 of  this  Article)  and  all  the  outstanding  shares  of  the 
capital  stock  (except  the  number  of  shares  necessary  to  qual- 
ify directors)  of  such  other  company ; and 

4.  That  none  of  the  expenditures  made  on  account  of  such 
construction  or  acquisition  and  equipment  were  included  in 
any  previous  certificate  furnished  under  this  section,  or  under 
any  other  provision  of  this  Indenture^  and  that  the  Railroad 
Company  has  not  been  reimbursed  therefor  out  of  the  Devel- 
opment and  Equipment  Fund  under  Article  Fifth  hereof,  or 
out  of  any  other  funds  under  this  Indenture. 

Together  with  such  resolutions  and  certificates  there  shall  mie  to  prop- 
erty acquired 

be  delivered  to  the  Trust  Company  such  instruments  or  con-  foriiv^vested^ 
veyances  as  may  be  necessary  to  vest  in  the  Trustee  any  prop-^“  irustee. 
erty  so  acquired  or  constructed  by  the  Railroad  Company, 
and  the  opinion  of  counsel  to  the  effect  that  such  instruments 
or  conveyances  are  sufficient  for  that  purpose  or  the  opinion 
of  counsel  that  no  such  instrument  or  conveyance  is  necessary. 

The  resolutions,  certificates  and  opinion  above  mentioned  fuu  authority 

and  protection 

shall  be  full  authority  and  protection  to  the  Trustee  for  th  e given  to  the 
payment  by  it  of  money  under  the  foregoing  provisions  of  this  Suon  ald^®^^’ 

C0rtiflc3,t'6 

section,  and  upon  receipt  thereof  the  Trustee  shall  pay  over 
to  the  Railroad  Company,  or  upon  its  order,  out  of  the  money 
in  the  hands  of  the  Trustee  under  this  Section,  an  amount  of 
money  equal  to  the  amount  specified  in  such  resolution  and 
certificate,  less  the  amount  of  undetermined  claims  stated  in 
such  certificate,  which  amount  shall  be  reserved  by  the 
Trustee.  All  sums  so  reserved  shall  be  paid  over  by  the 
Trustee  to  the  Railroad  Company  from  time  to  time  upon 
the  certificate  of  the  President  and  Secretary  of  the  Railroad 
Company  to  the  effect  that  the  claim  against  which  any 
such  sum  has  been  so  reserved  has  been  liquidated  and  dis- 
charged. The  Railroad  Company  covenants  and  agrees  that 
it  will  set  aside  separate  and  apart  from  its  other  funds  all 


26 


Surplus  of 
$3,500,000  to  be 
passed  by 
Trustee  to 
credit  of  tbe 
Development 
and  Equipment 
Fund. 


moneys  paid  over  to  it  under  this  section  and  will  use  said 
moneys  only  for  the  purposes  hereinbefore  in  this  section 
mentioned. 

In  the  event  that  provisions  shall  be  made  by  the  Railroad 
Company  by  trackage  or  operating  arrangement,  lease  or  other- 
wise for  the  use  of  any  other  line  of  railroad  connecting 
the  systems  of  the  Railpoad  Company  and  the  West  Vir- 
ginia Central  & Pittsburg  Railway  Company  which  use 
shall  be  for  a period  of  at  least  ten  years,  or  in  case 
after  the  completion  and  equipment  of  said  connecting 
line  of  railroad  any  part  of  said  sum  of  $3,500,000  remains  un- 
expended, the  Railroad  Company  may  by  resolution  of  its 
Board  of  Directors  require  the  Trustee  to  pass  the  said  sum 
of  $3,500,000,  or  so  much  thereof  as  may  remain  unexpended 
as  aforesaid,  to  the  credit  of  the  Development  and  Equipment 
Fund  provided  for  in  Article  Fifth  of  this  Indenture  and  said 
moneys  shall  thereupon  become  subject  to  all  the  terms  and 
provisions  of  this  Indenture  relating  to  said  Development  and 
Equipment  Fund. 


$3,000,000  to  Section  4.  Of  the  bonds  authorized  to  be  issued  under  and 

be  deposited  ^ ^ 

tinentamSst’ by  this  Indenture  bonds  in  the  aggregate  principal 
amount  of  Three  Million  Dollars  ($3,000,000)  shall  immedi- 
purpSi°^^  ately  upon  the  execution  and  delivery  hereof  or  as  soon  as  may 
be  thereafter,  be  certified  by  the  Trustee  upon  the  written  order 
of  the  President  of  the  Railroad  Company  and  be  deposited  with 
the  Continental  Trust  Company  of  the  City  of  Baltimore  for 
the  purpose  of  carrying  out  the  undertaking  contained  in  a 
certain  agreement  dated  June  27th,  1902,  between  Myron  T. 
Herrick,  Winslow  S.  Pierce  and  Edwin  L.  Fuller,  parties  of 
the  first  part,  and  the  Mayor  and  City  Council  of  Baltimore, 
party  of  the  second  part,  the  said  undertaking  of  said  Her- 
rick, Pierce  and  Fuller  having  been  assumed  by  the  Railroad 
Company,  said  bonds  to  be  held  by  said  Continental  Trust 
Company  subject  to  the  withdrawal  thereof  by  the  Rail- 
road Company  as  said  bonds  may  be  required  from  t me  to 


27 


time  to  pay  for  terminals,  terminal  properties  and  facilities  in 
and  adjacent  to  the  City  of  Baltimore,  the  certificate  or  vouch- 
ers for  such  payments  or  expenditures  to  be  approved  by  the 
Mayor  and  Commissioners  of  Finance  of  Baltimore. 

Section  5.  Of  the  bonds  authorized  to  be  issued  under  $4,900,000 re- 
served for  the 

and  secured  by  this  Indenture  bonds  in  the  aggregate  princi-  hy^the* 
pal  amount  of  Four  Million  Nine  Hundred  Thousand  Dollars  Ky.  b'o^,' p.  & 

^ . C.  liy.  CO  & C. 

($4,900,000)  shall  be  reserved  to  be  executed,  certified  and  Ry- co. 

livered  in  the  manner  hereinafter  in  this  Section  provided  for 
the  acquisition  of  a like  amount  of  the  outstanding  bonds, 
being  all  of  the  outstanding  bonds,  of  the  West  Virginia 
Central  & Pittsburg  Railway  Company,  Piedmont  and  Cumber- 
land Railway  Company,  and  Coal  and  Iron  Railway  Company, 
substantially  all  of  the  capital  stock  of  which  last  two  named 
companies  is  owned  by  the  West  Virginia  Central  and  Pitts- 
burg Railway  Company. 

Said  $4,900,000  of  bonds  shall  be  executed,  certified  and 
delivered  from  time  to  time  as  follows  : 

Whenever  the  Railroad  Company  shall  deliver  or  shall  conditions 

governing 

cause  to  be  delivered  to  the  Trustee  hereunder  any  of  thei^s^^- 
outstanding  bonds  of  any  of  the  Companies  named  in  this  Sec- 
tion, with  all  unmatured  and  unpaid  interest  obligations  there- 
unto belonging,  the  Trustee  shall  receive  the  same  and  in 
exchange  therefor  shall  certify  and  deliver  to  the  Railroad 
Company  or  upon  its  order  bonds  hereby  secured  and  reserved 
under  this  section  in  the  principal  amount  of  said  outstand- 
ing bonds  so  delivered  as  aforesaid  to  the  Trustee. 

In  the  event  that  any  of  the  bonds  of  any  of  the  companies 
described  in  this  section  are  purchased  or  retired  through  the 
operation  of  the  mortgages  securing  the  same  or  by  the  com- 
panies issuing  the  said  bonds,  then  a like  amount  of  bonds 
issued  under  this  Indenture  and  reserved  under  the  provisions 
of  this  section  shall  upon  the  application  of  the  Railroad  Com- 
pany be  released  from  the  operation  of  this  section  and  shall 


28 


be  certified  bj  the  Trustee  and  used  by  the  Railroad  Com- 
pany for  the  purposes  and  in  the  manner  provided  in  Section 
7 of  this  Article.  Proof  of  any  of  the  above-mentioned  facts 
may  be  made  to  the  Trustee  by  the  sworn  statement  of  the 
President  or  Vice-President  of  the  Railroad  Company. 


$2,581,300  l e- 
served  for  the 
acquisition  of 
the  bonds  of 
companies 
leased,  oper- 
ated or  con- 
trolled by  the 
Railroad  Co. 


Conditions 

governing 

Issue. 


Section  6.  Of  the  bonds  authorized  to  be  issued  under  and 
secured  by  this  Indenture  bonds  in  the  aggregate  principal 
amount  of  Two  Million  Five  Hundred  and  Eighty-one  Thou- 
sand Three  Hundred  Dollars  ($2,581,300)  shall  be  reserved  to 
be  executed,  certified  and  delivered  only  from  time  to  time  as 
hereinafter  in  this  Section  provided  for  the  acquisition  of  a 
like  amount  of  the  outstanding  bonds  of  companies  whose 
properties  are  leased  to,  or  operated  or  controlled  by  the 
Railroad  Company  and  hereinbefore  in  this  Indenture  named. 

Whenever  the  Railroad  Company  shall  deliver  or  shall 
cause  to  be  delivered  to  the  Trustee  hereunder  any  of  the  out- 
standing bonds  of  said  companies  leased,  operated  or  controlled 
by  the  Railroad  Company,  with  all  unmatured  and  unpaid  inter- 
est obligations  thereunto  belonging,  the  Trustee  shall  receive 
the  same  and  in  exchange  therefor  shall  certify  and  deliver  to 
the  Railroad  Company  or  upon  its  order  bonds  hereby  secured 
and  reserved  under  this  section  in  the  principal  amount  of  said 
outstanding  bonds  of  said  leased  or  controlled  companies  de- 
livered as  aforesaid  to  the  Trustee. 

In  the  event  that  any  of  the  bonds  of  any  of  the  companies 
described  in  this  section  are  purchased  or  retired  through  the 
operation  of  the  mortgages  securing  the  same  or  by  the  com- 
panies issuing  the  said  bonds,  then  a like  amount  of  bonds 
issued  under  this  Indenture  and  reserved  uuder  the  provisions 
of  this  section  shall  upon  the  application  of  the  Railroad  Com- 
pany be  released  from  the  operation  of  this  section  and  shall 
be  certified  by  the  Trustee  and  used  by  the  Railroad  Com- 
pany for  the  purposes  and  in  the  manner  provided  in  Section  7 
of  this  Article.  Proof  of  any  of  the  above-mentioned  facts 


29 


may  be  made  to  the  Trustee  by  the  sworn  statement  of  the 
President  or  Vice-President  of  the  Kailroad  Company. 

Section  7.  Of  the  bonds  authorized  to  be  issued  under 
secured  by  this  Indenture  bonds  in  the  aggregate  principal  pSes^anli^sub- 

Jcct  to  COl'tStllX 

amount  of  Fourteen  Million  five  hundred  and  eighteen  thousand  restrictions, 
seven  hundred  dollars  ($14,518,700),  being  the  balance  of  the 
bonds  authorized  to  be  issued  under  and  secured  by  this  In- 
denture, shall  be  reserved  to  be  executed  by  the  Railroad  Com- 
pany and  to  be  certified  by  the  Trustee  and  to  be  used  by  the 
Railroad  Company  from  time  to  time  for  some  one  or  more  of 
the  following  purposes  but  only  as  hereinafter  provided  and 
subject  to  the  restrictions  hereinafter  in  this  section  stated, 
viz  : 

The  purposes  for  which  such  bonds  and  their  proceeds  may 
be  used  are  as  follows : To  meet  the  expense  of  the  following 
specified  construction  or  acquisition,  begun,  contracted  for  or 
acquired  after  July  1,  1902  : 

(a)  The  construction  or  acquisition  of  railroad  lines  con- 
stituting additions  to  or  branches  or  extensions  of  the  rail- Branches  and 

extensions. 

road  of  the  Railroad  Company  subject  to  the  lien  of  this 
Indenture  or  the  construction  or  acquisition  of  additions  to 
or  branches  or  extensions  of  the  railroad  of  any  other  com- 
pany of  whose  outstanding  capital  stock  the  greater  part  shall 
at  the  time  of  the  execution  of  this  Indenture  be  subject  to  the 
lien  hereof  and  held  by  the  Trustee  hereunder. 

(h)  The  completion  of  the  lines  of  railroad  of  the  Pied- completion  and 
^ extension  of 

mont  and  Cumberland  Railway  Company  and  the  Coal  and  co.^^nd^iie 
Iron  Railway  Company,  substantially  all  of  the  capital  stock 
of  which  companies  is  owned  by  the  West  Virginia  Central 
and  Pittsburg  Railway  Company,  and  the  construction  or  ac- 
quisition of  railroad  lines  constituting  additions  to  or  branches 
or  extensions  of  the  railroads  of  said  Piedmont  and  Cumber- 
land Railway  Company  and  Coal  and  Iron  Railway  Company. 

(c)  The  acquisition  en  bloc  of  all  the  bonds,  indebtedness  Acquisition  of 

bonds,  stock, 

and  outstanding  shares  of  the  capital  stock  (less  the  number 


30 


Construction 
or  acquisition 
of  brandies  by 
certain  com- 
panies. 


Construction 
or  acquisition 
of  shops,  de- 
pots, terminal 
properties,etc., 
of  certain  com- 
panies. 


Purchase  or 
acquisition  of 
coal  or  iron 
mines  and 
mining  plants 
and  for  better- 
ments, Im- 
provemenls 
and  equip  - 
ments. 


of  shares  required  to  qualify  directors)  of  any  company  or 
companies  owning  any  extension  or  branch  line  for  the  con- 
struction or  acquisition  of  which  bonds  may  be  issued  under 
this  Section. 

(d)  The  construction  or  acquisition  of  extensions  and  branch 
lines  by  any  company  all  the  bonds  and  indebtedness  and 
all  the  outstanding  shares  of  capital  stock  of  which  (less 
the  number  of  shares  required  to  qualify  directors)  shall  be 
subject  to  the  lien  of  this  Indenture  and  held  by  the  Trustee 
hereunder. 

The  construction  or  acquisition  of  shops,  depots,  ter- 
minal properties,  and  other  additional  property  upon,  along  or 
appurtenant  to,  or  for  use  in  connection  with  the  lines  of  rail- 
road, branches,  extensions  or  terminal  properties  belonging 
to  the  Eailroad  Company  and  subject  to  the  lien  of  this 
Indenture  at  the  time  of  such  construction  or  acquisition  ; 
or  belonging  to  the  Piedmont  and  Cumberland  Railway  or  the 
Coal  and  Iron  Railway  Company;  or  belonging  to  any 
company  of  whose  outstanding  capital  stock  at  least  a 
majority  in  amount  shall,  at  the  time  of  the  execution 
of  this  Indenture,  be  subject  to  the  lien  hereof  or  belonging 
to  any  other  company  all  of  whose  bonds,  indebtedness 
and  outstanding  capital  stock  (less  the  number  of  shares 
required  to  qualify  directors)  shall,  at  the  time  of  such 
construction  or  acquisition,  be  subject  to  the  lien  of  this 
Indenture  and  held  by  the  Trustee  hereunder. 

(f)  The  purchase  or  acquisition  by  the  Railroad  Company 
or  by  any  of  the  companies  resj^ectively  described  in  the  preced- 
ing paragraph  (e)  oi  coal  or  iron  mines  or  lands  or  any  interest 
therein,  and  of  suitable  plants,  machinery  and  other  facilities 
for  the  development  and  operation  of  the  same  and  for  the 
permanent  betterment,  improvement  and  development  of  any 
of  the  railroads,  branches,  extensions,  lands,  mines,  min- 
ing operations,  shops,  depots,  terminals  and  other 
property  hereby  mortgaged  and  conveyed  or  which  here- 


31 


after  shall  be  acquired  by  the  Eailroad  Company  and 
subject  to  this  Indenture  as  a first  and  paramount 
lien  thereon  or  which  shall  belong  to  any  of  the  com- 
panies respectively  described  in  the  preceding  paragraph  fe) 

(including  the  application  of  air-brakes  and  automatic  couplers 
to  rolling-stock  not  supplied  therewith,  the  fencing  and  bal- 
lasting of  track,  the  reduction  of  grades  and  curvatures,  the 
replacing  of  rails,  the  construction  of  second  tracks,  side-tracks 
and  spur-tracks,  the  substitution  of  stone  or  iron  for  wooden 
viaducts  and  bridges,  etc.). 

Any  such  construction,  acquisition,  betterment,  improve- 
ment or  development  referred  to  or  described  in  this  Section 
may  be  made  by  and  in  the  name  of  the  Railroad  Company 
or  by  or  in  the  name  of  any  of  the  companies  described  in 
paragraph  (e)  oi  this  Section. 

fo)  The  construction  or  acquisition  by  the  Railroad  Com- construction 

^ ^ ^ _ or  acquisition 

PANY  of  additional  locomotive  engines,  cars  and  other  equipment, 

The  title  to  all  equipment  purchased  with  the  proceeds  of 
the  sale  of  bonds  issued  hereunder,  whether  for  use  on  the  line 
of  the  Railroad  Company  or  of  any  proprietary  or  branch  line 
shall  be  taken  in  the  name  of  the  Railroad  Company  and 
belong  to  it  and  be  subject  to  the  lien  of  this  mortgage  as  the 
first  and  paramount  lien  thereon. 

The  restrictions  subject  to  which  the  bonds  reserved  under 
this  section  shall  be  certified  and  delivered  from  time  to  time 
by  the  Trustee  and  may  be  used  are  as  follows  : 

Before  certifying  and  delivering  any  of  such  bonds  there 
shall  be  delivered  to  the  Trustee  a copy  of  a resolution  passed 
by  the  Board  of  Directors  or  the  Executive  Committee  of  the 
Board  of  Directors  of  the  Railroad  Company,  calling  for  the 
certification  and  delivery  of  such  bonds. 

Before  certifying  and  delivering  any  bonds  for  any  of  the  condition  of : 

ISSllG  lor  CGT- 

purposes  mentioned  in  Subdivisions  a,”  “ 6,”  “ c ” or  “ ” tain  purpose 

of  this  section  there  shall  be  delivered  to  the  Trustee  a certifi- 


32 


certificates  of 
the  President 
or  Vice-Presi- 
dent and  Secre- 
tary. 


cate,  signed  by  the  President  or  Vice-President,  and  by  the 
Secretary  of  the  Railroad  Company,  specifying  : 

(1)  The  extension  or  branch  line,  and  a description  of  the 
completed  portion  thereof  constructed  or  acquired  by  the 
Railroad  Company,  and  on  account  of  which  the  Railroad 
Company  requests  the  certification  and  delivery  of  bonds  here- 
under, and  the  amount  actually  expended  by  the  Railroad 
Company  for  such  purpose,  and  that  such  railroad  so  con- 
structed or  acquired  is  free  from  any  lien,  charge  or  encum- 
brance prior  to  the  lieu  of  this  Indenture,  except  undetermined 
claims  incidental  to  construction  to  an  amount  not  exceeding 
that  stated  in  such  certificate  and  to  meet  which  a like  amount 
shall  be  deposited  or  left  with  the  Trustee  and  held  and  ap- 
plied as  provided  in  Section  3 of  Article  Second  hereof  ; or 

(2)  A description  of  any  bonds  or  other  indebtedness  and 
shares  of  stock  of  any  other  company  which  shall  have  been 
acquired  by  the  Railroad  Company,  and  of  the  property 
owned  by  such  other  company,  and  the  amount  actually  ex- 
pended by  the  Railroad  Company  in  such  acquisition,  and  also 
that  such  bonds  and  other  indebtedness  and  shares  of  stock 
are  all  the  outstanding  bonds  and  other  indebtedness  (except 
undetermined  claims  incidental  to  construction  to  an  amount 
not  exceeding  that  stated  in  such  certificate  and  to  meet  which 
a like  amount  shall  be  deposited  or  left  with  the  Trustee  to  be 
held  and  applied  as  aforesaid)  and  all  the  outstanding  shares 
of  the  capital  stock,  (except  the  number  of  shares  necessary 
to  qualify  directors,)  of  such  other  company  ; or 

(3)  A description  of  the  completed  lines  of  railroad  which 
were  constructed  or  acquired  and  which  are  owned  by  the 
Piedmont  and  Cumberland  Railway  Company  or  by  the  Coal 
and  Iron  Railway  Company,  or  by  any  other  company  all  the 
bonds  and  indebtedness  and  shares  of  capital  stock  of  which  ex- 
cept as  aforesaid  shall  then  be  held  by  the  Trustee  hereunder, 
and  the  amount  actually  expended  for  such  purpose  ; and 


33 


(4)  That  none  of  the  expenditures  on  account  of  which  the 
Railroad  Company  requests  the  certification  and  delivery  of 
bonds  hereunder  were  included  in  any  previous  certificate  fur- 
nished under  this  Section  or  under  any  other  provision  of  this 
Indenture,  and  that  the  Railroad  Company  has  not  been  re- 
imbursed therefor  out  of  the  Development  and  Equipment 
Fund  under  Article  Fifth  hereof,  or  out  of  any  other  funds 
under  this  Indenture  ; and 

(5)  The  price  at  which  the  Railroad  Company  has  sold  or 
agreed  to  sell  the  bonds  called  for  by  said  cerlificate,  or  in  the 
event  that  it  has  not  agreed  to  sell  the  same,  then  the  average 
price  upon  the  New  York  Stock  Exchange  during  the  previous 
calendar  month  of  the  bonds  secured  by  this  Indenture. 

Before  certifying  and  delivering  any  of  the  bonds  reserved  conditions  of 

under  this  Section  for  any  of  the  purposes  specified  in  Subdi-  purposes, 

visions'*^,”  “ and  “ y ” thereof,  there  shall  be  delivered 

to  the  Trustee  a certificate  or  certificates  signed  by  the  Presi- certificates  of 

the  President 


dent  or  Vice-President  and  by  the  Secretary  of  the  Railroad 

^ iT  • Secretary. 

Company,  certifying : 

(A)  The  expenditures  for  which  reimbursement  is  desired 
out  of  the  proceeds  of  such  bonds  indicating  the  amount  and 
class  of  betterments  or  improvements  made,  and  the  branch 
lines,  extensions,  terminal  properties,  rolling  stock  or  other 
additional  property  constructed  or  acquired,  and  the  amount 
expended  for  each  and  every  such  purpose  ; and 

(B)  That  none  of  the  expenditures  so  certified  were  in- 
cluded in  any  previous  certificate  furnished  to  the  Trustee 
under  this  Section,  or  under  any  other  provision  of  this  Indent- 
ure, and  that  the  Railroad  Company  has  not  been  reimbursed 
therefor  out  of  the  Development  and  Equipment  Fund  under 
Article  Fifth  hereof,  or  out  of  any  other  funds  provided  by 
this  Indenture ; and 

(C)  The  price  at  which  the  Railroad  Company  has  sold  or 
agreed  to  sell  the  bonds  called  for  by  said  certificate,  or  in  the 
event  that  it  has  not  agreed  to  sell  the  same,  then  the  average 


34 


Title  to  prop- 
erty acquired 
to  be  satisfac- 
torily vested  in 
Trustee. 


Certain 

acquisitions  to 
be  free  from 
tbelienof  this 
Indenture, 


price  upon  the  New  York  Stock  Exchange  during  the  previous 
calendar  month  of  the  bonds  secured  by  this  Indenture. 

Together  with  the  resolutions  and  certificates  required  by 
the  provisions  of  this  Section  of  this  Article  there  shall 
be  delivered  to  the  Trustee  such  instruments  and  convey- 
ances as  may  be  necessary  to  vest  in  the  Trustee  any  property 
so  acquired  or  constructed  by  the  Railroad  Company,  together 
with  such  instruments  of  assignment  and  transfer  as  may  be 
necessary  to  vest  the  same  in  the  Trustee,  and  the  opinion 
of  counsel  of  the  Railroad  Company  to  the  effect  that  such 
instruments,  conveyances,  assignments  and  transfer  are  suffi- 
cient for  that  purpose,  or  that  no  such  instrument,  convey- 
ance, assignment  or  transfer  is  necessary. 

The  Trustee  thereupon  shall  certify  and  deliver  to  the 
Railroad  Company  such  an  amount  of  bonds  reserved  under 
this  section  of  this  Article  as  will,  when  taken  at  the  price  of 
such  bonds,  as  specified  in  the  certificate  of  the  Railroad 
Company,  be  equal  to  the  amount  of  such  expenditures  as 
stated  in  said  certificate. 

The  bonds  so  certified  and  delivered  in  reimbursement  of 
expenditures  then  already  made  by  the  Railroad  Company  out 
of  other  resources  and  the  proceeds  thereof  may  be  used  for 
any  corporate  purpose,  and  any  property  constructed  or 
acquired  by  the  Railroad  Company  by  the  use  of  bonds  cer- 
tified and  delivered  in  reimbursement  of  expenditures  as 
aforesaid  and  the  proceeds  of  said  bonds  shall  be  free  from 
the  lien  of  this  Indenture. 


coupon  bonci3  SECTION  8.  Whenever  any  coupon  bond  or  bonds  issued 

?or^?eg^st?red  hereunder,  together  with  all  unmatured  coupons  thereto  be- 
bonds. 


longing,  shall  be  surrendered  for  exchange  for  registered 
bonds,  the  Railroad  Company  shall  execute,  and  said  Trustee 
shall  certify  and,  in  exchange  for  such  coupon  bond  or  bonds, 
shall  deliver  a like  amount  in  registered  bonds,  without  cou- 
pons. Such  registered  bonds  shall  be  for  11,000,  or  for  such 
multiples  of  $1,000  as  the  Railroad  Company  from  time  to  time 


35 


by  resolntiou  of  its  Board  of  Directors  or  Executive  Commit- 
tee, may  prescribe,  aud  shall  bear  interest  at  the  same  rate 
as  the  surrendered  coupon  bonds,  and  from  the  date  of  the  last 
matured  coupon  thereof. 

Whenever  any  registered  bond  shall  be  surrendered,  Transfer  of 
transferred  and  canceled,  the  Railroad  Company  shall  execute 
and  the  Trustee  shall  certify  and  shall  deliver  to  the  trans- 
feree a like  amount  of  new  registered  bonds  without  coupons. 

For  any  exchange  of  coupon  bonds  for  registered 
bonds,  or  for  any  transfer  of  registered  bonds  with- 
out coupons,  the  Railroad  Company,  at  its  option,  may 
make  a charge  sufficient  to  reimburse  it  for  any  stamp 
tax  or  other  governmental  charge  required  to  be  paid 
aud,  in  addition,  the  sum  of  one  dollar  for  each  new  registered 
bond  issued  upon  such  exchange  or  transfer. 

In  case  any  coupon  bond  issued  hereunder  with  the  cou-  Lost,  muti- 
lated or 

pons  thereto  appertaining,  or  any  registered  bond  without 
pons,  shall  be  lost,  become  mutilated  or  be  destroyed,  the  Rail- 
road Company,  in  its  discretion,  may  issue,  and  thereupon 
said  Trustee  shall  certify  and  deliver  a new  bond  of  like 
tenor  and  date  (including  coupons  in  case  of  a coupon  bond) 
bearing  the  same  serial  number,  in  exchange  and  substitution 
for,  and  upon  cancellation  of  the  mutilated  coupon  bond  and 
its  coupons,  or  the  mutilated  registered  bond,  or  in  lieu  of,  and 
substitution  for,  the  coupon  bond  and  its  coupons  or  the  regis- 
tered bond  so  lost  or  destroyed,  upon  receipt  of  evidence  satis- 
factory to  the  Railroad  Company  of  the  loss  or  destruction  of 
such  coupon  bond  and  its  coupons,  or  of  such  registered  bond, 
and  upon  receipt  also  of  indemnity  satisfactory  to  the  Railroad 
Company,  and  the  Railroad  Company  may  charge  for  the  issue 
of  such  new  bond  an  amount  sufficient  to  reimburse  the  Rail- 
road Company  for  the  expense  incurred  by  it  in  the  issue  of 
such  new  bond. 


Section  9.  Nothing  in  this  Article,  or  in  any  other  Article  provisions  to 

^ j j l)e  for  sole 

of  this  Indenture,  expressed  or  implied,  is  intended,  or  bondholders. 


36 


To  pay  princi- 
pal and  In- 
terest. 


Witliout 
deduction  for 
any  taxes. 


To  keep  an 
office  where 
bonds  and 
coupons  may 
be  presented 
for  payment. 


shall  be  construed,  to  give  to  any  person  or  corporation, 
other  than  the  parties  hereto  and  the  holders  of  bonds 
issued  under  and  secured  by  this  Indenture,  any  legal  or 
equitable  right,  remedy  or  claim,  under  or  in  respect  of 
this  ludenture,  or  under  any  covenant,  condition  or  provision 
herein  contained  ; all  its  covenauts,  conditions  and  provisions 
being  intended  to  be,  and  being,  for  the  sole  and  exclusive 
benefit  of  the  said  parties  and  of  the  holders  of  the  bonds 
hereby  secured. 

Article  Third. 

COVENANTS  OF  THE  RAILROAD  COMPANY. 

Section  1.  The  Railroad  Company  covenants  and  agrees 
that  it  will  duly  and  punctually  pay  or  cause  to  be  paid  the 
principal  and  interest  of  every  bond  issued  hereunder  and 
secured  hereby  all  in  gold  coin  of  the  United  States  of 
America  of  or  equal  to  the  present  standard  of  weight 
and  fineness,  at  the  dates  and  place  and  in  the  manner 
mentioned  in  such  bond,  or  in  the  coupons  thereto  ap- 
pertaining, without  any  deduction  from  either  principal 
or  interest  for  any  tax  or  taxes  which  the  Railroad  Company 
may  be  required  to  pay  or  to  retain  therefrom  under  or  by 
reason  of  any  present  or  future  law  of  the  United  States  or 
of  any  State,  county  or  municipality  therein.  The  interest 
on  coupon  bonds  shall  be  payable  only  upon  presentation 
and  surrender  of  the  respective  coupons  annexed  to  said 
bonds  as  such  coupons  respectively  mature ; and  when  and  as 
])aid,  all  coupons  shall  forthwith  be  canceled. 

The  Railroad  Company  covenants  and  agrees  that  at  all 
times  until  the  payment  of  the  principal  of  the  bonds  secured 
by  this  indenture,  it  will  keep  an  office  or  agency  in  the 
City  of  New  York  where  bonds  and  coupons  may  be  presented 
for  payment  and  where  notices  or  demands  in  respect  of  said 
bonds  and  coupons  may  be  served,  and  from  time  to  time  will 
give  written  notice  to  the  Trustee  of  the  place  of  such 
office  or  agency.  In  case  the  Railroad  Company  shall  fail  to 


37 


do  so  presentation  and  demand  may  be  made  and  notices 
served  at  the  office  of  the  Trustee  in  the  city  of  New 
York. 

Section  2.  Exclusively  for  the  benefit  of  the  holders  of  bonds  to  keep  the 

property  cov- 

issued  hereunder,  the  Railroad  Company  covenants  and  agrees 
that  from  time  to  time  it  will  duly  pay  and  discharge  all  taxes,  tor  Taxes. 
assessments  and  governmental  charges  (the  lien  which  would 
be  prior  or  superior  to  the  lien  of  this  indenture)  lawfully  im- 
posed upon  the  railroads,  franchises,  stocks,  bonds  and  other 
property  hereby  mortgaged,  pledged  or  assigned,  or  upon  any 
part  thereof,  or  upon  the  income  or  profits  thereof,  and  also 
all  taxes,  assessments  and  governmental  charges  lawfully 
imposed  upon  the  lien  or  interest  under  this  Indenture 
of  the  Trustee,  or  of  the  holders  of  the  bonds  hereby 
secured,  in  respect  of  the  railroads  and  franchises,  stocks, 
bonds  and  other  property  subject  to  this  Indenture,  so 
that  the  lien  and  priority  of  this  Indenture  shall  be 
fully  preserved  at  the  cost  of  the  Railroad  Company  with- 
out expense  to  the  Trustee  or  to  the  bondholders  ; and,  if 
any  company  the  greater  part  of  whose  capital  stock  shall 
have  been  acquired  and  pledged  hereunder,  at  any  time  while 
the  greater  part  of  the  capital  stock  of  such  company  shall  be 
pledged  hereunder,  shall  fail  to  pay  auj’  tax,  assessment  or 
charge  lawfully  imposed  upon  the  property  or  franchises  of 
such  company  or  upon  the  income  and  profits  thereof,  or,  if 
the  Piedmont  and  Cumberland  Railway  Company  or  the  Coal 
and  Iron  Railway  Company  shall  fail  to  pay  any  tax  assess- 
ment or  charge  lawfully  imposed  upon  its  property  or  its 
franchises  or  upon  its  income  or  profits,  while  stock  of  the 
West  Virginia  Central  and  Pittsburg  Railway  Company  shall 
be  subject  to  the  lien  hereof,  then  it,  the  Railroad  Company, 
either  will  forthwith  pay  or  cause  the  same  to  be  paid,  or  will 
forthwith  acquire  and  transfer  to  the  Trustee  the  claim 
therefor  ; provided^  however^  that  nothing  in  this  section  con-  proviso— 
tained  shall  require  the  Railroad  Company  to  pay,  acquire  or 


38 


make  provision  for  any  such  tax,  assessment  or  charpje  so 
long  as  in  good  faith  the  validity  thereof  shall  be  contested. 

Not  to  extend  SECTION  3.  In  order  to  prevent  any  accumulation  after  ma- 

the  time  for  ^ 

anySim^for^^  turit}^  of  coupons  or  of  claims  for  interest  upon  registered 

lrit;01*0S^  - 

bonds,  the  Railroad  Company  agrees  and  covenants  that  it  will 
not  directly  or  indirectly,  extend  or  assent  to  the  extension  of 
the  time  for  payment  of  any  coupon  or  claim  for  interest  upon 
any  bonds  secured  hereby;  and  that  it  will  not,  directly  or  in- 
directly, be  a party  to  or  approve  any  such  arrangement  by 
purchasing  or  funding  such  coupons  or  claims  for  interest  upon 
registered  bonds  or  in  any  other  manner.  In  case  the  time  for 
payment  of  any  such  coupon  or  claim  for  interest  shall  be  so 
extended,  whether  or  not  such  extension  be  by  or  with  the 
consent  of  the  Railroad  Company,  such  coupon  or  claim  for 
interest  shall  not  be  entitled,  in  case  of  default  hereunder,  to 
the  benefit  or  security  of  this  indenture,  except  subject  to  the 
prior  payment  in  full  of  the  principal  of  all  bonds  issued  here- 
under then  outstanding,  and  of  all  matured  coupons  and  claims 
for  interest  on  such  bonds,  the  payment  of  which  has  not  been 
so  extended. 

For  connection  SECTION  4.  The  Railroad  COMPANY  covenants  and  agrees  in 
between  the 

and'the'w%,  event  no  provision  is  made  by  it  within  one  year  from  the 
c.  & (^jate  hereof  by  trackage  agreement  or  operating  arrangement, 

lease  or  otherwise,  for  the  use,  for  a period  of  at  least 
ten  years,  of  any  line  of  railroad  connecting  the  systems 
of  the  Railroad  Company  and  the  West  Virginia  Central 
and  Pittsburg  Railway  Company,  it  will  at  once  construct 
or  acquire  and  subject  to  the  lien  of  this  Indenture  as  a first 
lien  thereon,  or  will  cause  to  be  constructed  or  acquired 
by  a company  all  of  whose  bonds,  indebtedness  and  out- 
standing stock  (except  the  number  of  shares  necessary  to 
qualify  directors)  shall  be  pledged  hereunder,  a line  of  railroad 
connecting  the  systems  of  the  Railroad  Company  and  the  West 
Virginia  Central  and  Pittsburg  Railway  Company,  and  in  the 


39 


event  that  any  such  trackage  agreement  or  operating  arrange- 
ment, lease  or  other  arrangement  for  the  use  of  any  such  con- 
necting line  of  railroad  is  ma3e,  the  Railroad  Company  will 
subject  such  lease,  contract,  trackage  agreement  or  operating 
arrangement,  and  all  of  its  rights  thereunder,  to  the  lien  of 
this  Indenture  as  a first  and  paramount  lien  thereon. 

Section  5.  The  Railroad  Company  covenants  and  agrees  at  to  keep 

property  In 

all  times  to  maintain,  preserve  and  keep  the  mortgaged  prop- 
erty  and  every  part  thereof,  with  the  rolling  stock,  fixtures  and 
appurtenances,  and  every  part  and  parcel  thereof,  in  thorough 
repair  and  working  order  and  condition  and  adequately  insured, 
and  supplied  with  motive  power,  rolling  stock  and  equipment, 
and  that  it  will  from  time  to  time  make  all  needful  and  proper 
repairs,  renewals,  replacements,  additions,  betterments  and 
improvements,  so  that  the  traffic  and  business  thereof  and  every 
part  thereof  shall  at  all  times  be  conducted  with  safety  and 
expedition. 

The  Railroad  Company  further  covenants  that  it  will  to  keep  aii 

after-acquired 

cause  all  locomotives,  cars  and  other  equipments  which  Q^ay 
hereafter  become  subject  to  the  lien  of  this  mortgage,  and  th?iien^f  this 

„ . . . IT  Indenture 

renewals  and  replacements  of  existing  equipment,  to  be  dis- marked. 

tinctly,  permanently  and  conspicuously  marked  “ First  Mort- 
gage Equipment,  The  Mercantile  Trust  Company,  Trustee,  N. 

Y.”  ; and  the  Railroad  Company  covenants  and  agrees  to  keep 
and  maintain,  by  frequent,  constant  and  efficient  renewals  and 
repairs,  all  of  said  locomotives,  cars  and  other  equipment 
which  may  bo  at  any  time  subject  to  the  lien  hereof  in  full 
numbers  and  first-rate  condition  of  repair,  and  in  the  event  of 
the  total  destruction  of  any  part  thereof  by  collision  or  other- 
wise, that  it  will  forthwith  replace  the  same  with  other  equip- 
ment of  at  least  equal  value,  which  shall  be  marked  as  aforesaid, 
and  shall  give  to  said  Trustee  and  its  duly  appointed  agents 
all  proper  facilities  for  the  inspection  of  said  equipment  as  fre- Facilities  for 
quently  as  the  Trustee  may  desire,  and  shall  pay  all  the  reason- b^gSoted  to 


40 


To  render  to 
Trustee 
an  annual 
account  of 
equipment. 


Not  to  suffer 
creation  of 
prior  liens. 


able  expenses  of  such  inspection  or  inspections.  The  E-ailkoai> 
Company  will  also  keep,  renew  and  constantly  maintain  upon 
all  of  said  equipment  the  marks  placed  thereon  as  above  pro- 
vided. If  upon  any  such  inspection  it  shall  appear  to  the 
Trustee  that  any  repairs  or  renewals  are  needed  to  such 
equipment  or  any  part  thereof,  the  Railroad  Company  within 
thirty  days  after  written  notice  thereof,  shall  cause  the  same 
to  be  made,  and  in  default  of  so  doing  the  Trustee  may  make 
such  repairs  or  renewals  at  its  own  expense  and  the  Railroad 
Company  will  repay  to  the  Trustee  upon  demand  the  cost 
thereof,  together  with  all  proper  expenses  connected  therewith, 
including  the  Trustee’s  compensation,  with  interest  upon  all 
money  expended  by  the  Trustee  in  the  premises  at  the  rate  of 
six  per  cent,  from  the  date  of  the  several  payments  by  the 
Trustee.  All  sums  owdng  by  the  Railroad  Company  to  the 
Trustee  as  aforesaid  shall  be  part  of  the  indebtedness  secured 
hereby  for  the  payment  whereof  the  mortgaged  premises  shall 
be  liable. 

The  Railroad  Company  shall  and  will  annually,  and  when 
required  by  the  Trustee,  until  the  bonds  issued  hereunder  are 
paid  and  discharged  in  full,  render  to  the  Trustee  a full  and 
accurate  statement  and  account  of  said  equipment  and  its 
condition,  which  statement  may  be  received  by  the  Trustee  as 
sufficient  evidence  of  the  facts  therein  stated. 

It  is,  however,  distinctly  understood  and  agreed  that  it 
shall  be  no  part  of  the  duty  of  the  Trustee  to  make  or  cause 
to  be  made  the  inspection  in  this  Section  provided  for,  unless 
and  until  holders  of  bonds  secured  hereby  to  an  amount  of 
not  less  than  twenty  per  cent,  in  par  value  of  all  the  bonds 
issued  and  at  the  time  outstanding  under  and  secured  by  this 
Indenture  shall  have  requested  the  Trustee  so  to  do. 

Section  6.  The  Railroad  Company  covenants  and  agrees 
that  this  Indenture  will  always  be  kept  and  maintained  to 
the  extent  that  it  now  is,  and  may  from  time  to  time 
become,  a valid  lien  upon  all  the  railroad  and  appurtenances 


41 


described  and  conveyed  in  the  granting  clause  hereof,  and 
upon  all  renewals,  betterments  and  improvements  thereto ; 
that  it  will  not  voluntarily  create,  or  suffer  to  be  created, 
any  debt,  lien  or  charge  which  would  be  prior  to  the  lien 
of  these  presents  upon  any  property  which  shall  have  become 
subject  to  this  Indenture  or  any  part  thereof,  or  upon  the  in- 
come thereof  ; and  within  three  months  after  the  same  shall 
accrue  it  will  pay  or  cause  to  be  discharged,  or  will  make  ade- 
quate provision  to  satisfy  and  discharge  all  lawful  claims  and 
demands  for  labor,  materials,  supplies  or  other  objects,  which? 
if  unpaid,  might  by  law  be  given  precedence  to  this  Indenture 
as  a lien  or  charge  upon  such  property  or  any  part  thereof  or 
the  income  thereof  ; and  if  the  Piedmont  and  Cumber- 
land Railway  Company  or  the  Coal  and  Iron  Railway 
Company  or  any  company,  of  whose  capital  stock  the 
greater  part  shall  be  subject  to  this  Indenture  shall 
voluntarily  create  or  suffer  to  be  created  any  additional  lien 
or  charge  upon  its  property  or  income,  or  shall  create  or  shall 
suffer  to  be  created  any  additional  indebtedness  other  than 
indebtedness  to  the  Railroad  Company,  or  indebtedness  for  the 
current  expenses  of  such  company,  then  it  (the  Railroad  Com- 
pany) will  at  once  acquire  such  lien,  charge  or  indebtedness 
and  cause  the  same  to  be  vested  in  the  Trustee,  or  will  cause 
the  same  to  be  paid  or  discharged,  provided  that  nothing  in  proviso, 
this  section  contained  shall  require  the  Railroad  Company 
to  acquire  or  cause  to  be  paid  or  discharged  or  make  provision 
for  any  such  debt,  lien  or  charge  so  long  as  the  validity  thereof 
in  good  faith  shall  be  contested. 

Section  7.  The  Railroad  Company  covenants  and  agrees  to  provide  for 
that  at  an  office  or  agency  to  be  maintained  by  it  in  the  city  of  bonds. 

New  York,  or  at  some  bank  or  trust  company  in  said  city,  it 
will  keep  books  for  the  registry  of  bonds  issued  hereunder, 
which  books,  at  all  reasonable  times,  shall  be  open  to  in- 
spection by  the  Trustee,  and  that,  upon  presentation  for  such 
purpose,  the  Railroad  Company  will,  under  such  reasonable 


42 


Regulations  ol 
registration 
and  transfer. 


regulations  as  it  may  prescribe,  register  therein  the  ownership 
of  all  registered  bonds  without  coupons  issued  under  this 
indenture  and  any  coupon  bonds  which  shall  be  presented  for 
that  purpose. 

Upon  presentation  to  the  bond  registrar  or  transfer  agent 
at  the  place  where  such  books  of  registry  are  kept  of  any 
coupon  bond  which  shall  have  been  registered  as  aforesaid 
and  delivery  of  a written  instrument  of  transfer,  in  a form 
approved  by  the  Kailroad  Company,  executed  by  the 
registered  holder  for  the  time  being,  such  bond  shall  be  trans- 
ferred upon  such  register.  The  registered  holder  of  any 
coupon  bond  shall  also  have  the  right  to  cause  the  same  to  be 
registered  as  payable  to  bearer,  in  which  case  transferability 
by  delivery  shall  be  restored,  and  thereafter  the  principal  of 
such  bond  shall  be  payable  to  any  person  presenting  the  same ; 
but  any  such  coupon  bond  registered  as  payable  to  bearer  may 
be  registered  again  in  the  name  of  the  holder  with  the  same 
effect  as  a first  registration  thereof.  Successive  registrations 
and  transfers  as  aforesaid  may  be  made,  from  time  to  time,  as 
desired.  Each  registration  shall  be  noted  by  the  bond  regis- 
trar of  the  Railroad  Company  on  the  bond. 

Any  registered  bond  without  coupons  may  be  transferred 
at  said  office  or  agency  by  surrender  of  such  bond  to  such 
bond  registrar  for  cancellation,  accompanied  by  the  delivery 
of  a written  instrument  of  transfer  in  a form  approved  by  the 
Railroad  Company,  duly  executed  by  the  registered  holder 
for  the  time  being,  and  by  payment  of  any  charge  imposed 
under  Section  8 of  Article  Second  hereof ; and  thereupon  a 
new  registered  bond,  or  new  registered  bonds,  for  an  equivalent 
aggregate  principal  sum,  shall  be  issued  to  the  transferee 
or  transferees,  as  provided  in  said  Section  8 of  Article  Second. 

Registration  of  any  coupon  bond,  however,  shall  not  restrain 
the  negotiability  of  any  coupon  thereto  belonging,  but  every 
such  coupon  shall  continue  to  pass  by  delivery  merely,  and 
shall  remain  payable  to  bearer. 


43 


Section  8.  Whenever  demanded  by  the  Trustee,  the  Rail- Eurtner 
ROAD  Company  will  grant,  convey,  confirm,  assign,  transfer  and 
set  over  unto  the  Trustee  the  estate,  right,  title  and  interest 
of  the  Railroad  Company  in  or  to  all  real  or  personal  estate, 
corporate  rights  and  franchises  which,  in  any  way  or  manner,  it 
shall  acquire  as  appurtenant  to,  or  for  use  upon,  the  railroad 
hereby  mortgaged,  or  any  railroad  or  property  which  hereafter 
shall  become  subject  to  the  lien  of  this  Indenture  ; and  it  will 
also  do,  execute,  acknowledge  and  deliver  all  and  every  such 
further  acts,  deeds,  transfers  and  assurances  for  the  better 
assuring,  conveying  and  confirming  unto  the  Trustee  all  and 
singular  the  premises,  estates  and  property  hereby  conveyed, 
or  intended  so  to  be,  or  which  the  Railroad  Company  has 
herein  covenanted  or  agreed  hereafter  to  convey  or  mortgage 
to  the  Trustee,  as  the  Trustee  shall  reasonably  require  for 
better  accomplishing  the  provisions  and  purposes  of  this  In- 
denture, and  for  securing  payment  of  the  principal  and  interest 
of  the  bonds  intended  to  be  hereby  secured. 

►Section  9.  Except  as  in  this  Indenture  expressly  authorized  Against  in- 

^ i ./  crease  of  stock 

the  Railroad  Company  will  not  by  its  affirmative  vote  or 
sent,  or  by  abstaining  from  voting,  sanction  or  permit  any  in- 
crease of  the  capital  stock  of  the  Piedmont  and  Cumberland 
Railway  Company,  or  the  Coal  and  Iron  Railway  Company,  or 
any  company  of  whose  capital  stock  the  greater  part  now  is 
or  hereafter  shall  be  subject  to  this  Indenture,  or  the  creation 
of  any  indebtedness  of  any  such  company  (except  current 
operating  accounts),  or  the  issue  or  the  guaranty  of  any  bonds 
by  any  such  company,  or  the  creation  of  any  mortgage  or 
other  lien  upon  the  railroad  or  property  of  any  such 
company  unless  effective  provision  be  made  that  such 
indebtedness  and  the  evidences  thereof  and  such  bonds 
issued  or  guaranteed  and  such  mortgage  or  other  lien  and 
all  such  additional  stock  (or  such  part  of  such  additional 
stock  as  shall  be  proportionate  to  the  part  of  such  entire  cap- 


44 


ital  stock  previously  pledged  hereunder)  shall  forthwith,  upon 
the  issue  or  creation  thereof,  be  transferred  to  the  Trustee, 
by  it  to  be  held  subject  to  all  the  trusts  of  this  indenture  ; 
and  all  such  additional  stock  shall  be  fully  paid  and  non- 
assessable. 

Except  as  in  this  Indenture  expressly  authorized,  the  Rail- 
road Company  will  not,  by  its  affirmative  vote  or  consent,  or 
by  abstaining  from  voting,  sanction  or  permit  any  company 
described  in  the  section  to  sell  or  otherwise  to  dis- 
pose of  or  lease  (unless  such  lease  be  upon  the  express 
condition  that  it  shall  terminate  at  the  election  of  the 
Trustee  in  case  any  default  shall  be  uiade  and  shall  continue 
as  provided  in  Section  1 of  Article  Sixth  hereof)  any  railroad 
or  bridge  belonging  to  such  company,  or  any  property  required 
for  the  operation  thereof,  except  to  the  Railroad  Company  or 
to  some  other  company  of  whose  capital  stock  the  greater 
part  shall  then  be  held  by  the  Railroad  Company,  and  be  sub- 
ject to  the  lien  of  this  Indenture. 

To  assign  to  SECTION  10.  Any  and  all  claims  or  indebtedness,  except 

Trustee  certain 

claims.  arising  out  of  current  traffic  obligations,  which  the  Rail- 
road Company  hereafter  may  acquire  against  any  other 
company  of  whose  capital  stock  the  greater  part  now  is,  or 
hereafter  shall  be,  subject  to  this  Indenture,  shall  (subject  to 
the  provisions  in  respect  thereof  in  this  Indenture  contained) 
be  and  become  subject  to  the  lien  of  this  Indenture,  and  if  and 
when  requested  in  writing  by  the  Trustee  the  Railroad  Com- 
pany will  execute  to  the  Trustee  appropriate  assignments 
thereof. 

To  use  the  SECTION  11.  The  Railroad  COMPANY  will  not  issue,  negotiate, 

bonds  hereby 

^u^rpSr^  ''^^®sell,  hypothecate  or  dispose  of  any  bonds  hereby  secured  in  any 
sCTibed!^^^  manner  other  than  in  accordance  with  the  provisions  of  this 
Indenture  and  the  agreements  in  that  behalf  herein  contained  ; 
and,  in  issuing,  selling,  hypothecating,  negotiating  or  other- 
wise disposing  of  such  bonds,  from  time  to  time,  it  will  well 


45 


and  truly  apply,  or  cause  to  be  applied,  the  same,  or  the  pro- 
ceeds thereof,  only  to  and  for  the  purpose  herein  prescribed. 

Section  12.  The  Kailroad  Company  from  time  to  time  will  to  preserve 

unimpaired  Its 

punctually  observe  and  perform  all  of  its  obligations,  and  will 
pay  and  discharge  all  amounts  payable  under  or  by  virtue  of 
any  lease  of  property  held  by  it  at  any  time  subject  to  the 
lien  of  this  Indenture,  so  that  the  interest  of  the  Railroad 
Company  in  such  leasehold  estates  may  be  at  all  times  pre- 
served unimpared  as  security  for  the  bonds  issued  hereunder ; 
and  will  in  like  manner  pay  or  cause  to  be  paid  and  discharged 
all  amounts  which  at  the  time  of  the  execution  hereof  may  be 
liens  upon  the  property  of  the  Railroad  Company  or  of  the 
Piedmont  and  Cumberland  Railway  Company  or  the  Coal  and 
Iron  Railway  Company  or  of  any  company  a majority  of  whose 
stock  is  pledged  hereunder,  when  and  as  the  same  become  due 
and  payable,  so  that  the  lien  of  such  sums  shall  upon  such 
payment  be  absolutely  released  and  discharged;  provided,  Proviso, 
however,  that  nothing  contained  in  this  section  shall  require 
the  Railroad  Company  to  make  any  such  payments  or  to 
observe  any  such  obligations  so  long  as  it  shall  in  good  faith 
contest  its  liability  therefor. 

Section  13.  Except  subject  to  the  lien  hereof,  or  as  herein  to  preserve 

unlacumPered 

otherwise  expressly  provided,  the  Railroad  Company  will  not 
sell,  encumber,  or  by  any  voluntary  act,  part  with  its  owner- 
ship  of  or  title  to  any  shares  of  stock  of  any  company  which 
shall  have  been  pledged  or  assigned  hereunder  (if  a majority  of 
the  shares  of  such  company  shall  have  been  so  pledged  or 
assigned)  or  its  equity  of  redemption  therein,  or  the  voting 
power  thereon. 


Article  Fonrth. 

PROVISIONS  RELATING  TO  PLEDGED  SECURITIES. 

Section  1.  The  Trustee  is  authorized  to  cause  any  Bonds  may  be 

stamped. 

and  all  coupon  bonds  delivered  to  it  as  security  here- 


46 


under,  or  which  at  any  time  hereafter  may  be  delivered  to  it 
as  security  under  any  of  the  provisions  of  this  Indenture,  to  be 
stamped  “ Not  negotiable.  Held  by  The  Mercantile  Trust 
Company  as  Trustee  under  the  First  Mortgage  of  the  Western 
Maryland  Railroad  Company,  dated  October  1st,  1902.” 


Stocks  to  be  SECTION  2.  The  TRUSTEE  shall  cause  to  be  transferred  into 

transferred  to 

Trustee.  its  name  as  trustee  under  this  Indenture  all  shares  of  stock 
pledged  to  and  deposited  with  it  pursuant  hereto. 


Railroad  com-  SECTION  3.  It  is  hereby  expressly  agreed  that  while  and  so 
tofnterest  and  long  as  there  shall  be  no  default  in  the  payment  of  the  principal 
piedgS^^  or  interest  of  any  of  the  bonds  secured  hereby,  unless  the 
Railroad  Company  shall  have  voluntarily  surrendered  posses- 
sion of  the  mortgaged  premises  as  herein  authorized,  the 
Trustee  shall  detach  and  deliver  to  the  Railroad  Company  all 
coupons,  as  the  same  may  mature,  upon  bonds  deposited  and 
pledged  under  this  Indenture  and  will  execute  and  deliver  to 
the  Railroad  Company,  upon  the  written  order  of  its  President 
or  a Vice-President,  assignments  of  or  orders  for  any  divi- 
dends which  may  be  declared  or  be  payable  upon  any  de- 
posited or  pledged  stocks  registered  in  the  name  of  the  Trustee, 
and  similarly  will  also  make  and  deliver  to  the  Railroad  Company 
such  orders  or  assignments  as  may  be  necessary  in  order  to 
enable  the  Railroad  Company  to  receive  and  collect  any  pay- 
ments made  for  or  on  account  of  the  interest  of  any  other  obliga- 
tions deposited  or  pledged  with  the  Trustee  hereunder  as  part 
of  the  security  hereof,  and  so  long  as  the  Railroad  Company 
shall  not  be  in  default  hereunder  as  aforesaid,  and  shall  not 
have  surrendered  possession  as  aforesaid,  the  Railroad  Com- 
pany shall  have  the  right  to  vote  upon  all  shares  of  stock 
pledged  hereunder,  for  all  purposes  not  inconsistent  with  the 
provisions  and  purposes  of  this  indenture,  and  with  the  same 
force  and  effect  as  though  such  pledge  had  not  been  made, 
but  subject  to  the  restrictions  and  agreements  herein  con- 
tained, and  the  Trustee  shall  from  time  to  time,  upon  the  de- 
mand of  the  Railroad  Company  evidenced  by  a resolution  of 


47 


its  Board  of  Directors  or  Executive  Committee,  make  and  de-— Entitled  to 

proxies  on 

liver  to  the  Railroad  Company  proxies  enabling  the  Railroad  pledged. 
Company  or  such  person  or  persons  as  it  may  designate,  to  vote 
any  of  said  stocks  registered  in  the  name  of  the  Trustee  at 
any  meeting  or  meetings  of  the  company  or  companies  which 
shall  have  issued  the  same. 

Every  such  proxy  shall,  however,  contain  the  express  pro- Proxies  to  con- 
tain express 

vision  that  the  same  shall  not  be  construed  to  authorize  the 
holder  thereof  to  vote  thereunder  for  any  of  the  following  pur- 
poses, viz. ; (1)  To  sell  the  railroad  of  the  company  named  in 
the  proxy  or  any  part  of  its  property  necessary  to  the  opera- 
tion thereof ; (’2)  to  increase  the  capital  stock  of  such  com- 
pany ; (3)  to  authorize  the  creation  of  any  indebtedness  of  any 
such  company  (except  current  operating  accounts),  or  to 
authorize  the  issue,  or  guarantee,  of  any  bonds  by  any  such 
company,  or  the  creation  of  any  mortgage  or  other  lien  upon 
the  railroad  or  other  property  of  such  company  unless  in  either 
of  the  cases  mentioned  in  (2)  and  (3)  effective  provision  be  made 
that  such  indebtedness  and  the  evidences  thereof  and  such 
bonds  issued  or  guaranteed  and  such  mortgage  or  other  lien 
and  all  of  such  additional  stock  (or  such  part  of  such  additional 
stock  as  shall  be  proportionate  to  the  amount  of  the  capital 
stock  of  such  company  previously  pledged  hereunder)  shall 
forthwith,  upon  the  issue  or  creation  thereof,  be  trans- 
ferred to  the  Trustee  hereunder,  to  be  held  subject 
to  all  the  trusts  of  this  indenture  ; (4)  to  sell  or  otherwise  dis- 
pose of  or  lease  (unless  such  lease  be  upon  the  express  con- 
dition that  it  shall  terminate  at  the  election  of  the  Trustee  in 
case  any  default  shall  be  made,  and  shall  continue  as  provided 
in  section  1,  article  Sixth,  hereof)  any  railroad  or  bridge  be- 
longing to  such  company,  or  any  property  required  for  the 
operation  thereof,  except  to  the  Railroad  Company  or  to  some 
other  company  of  whose  capital  stock  the  greater  part  shall 
then  be  held  by  the  Railroad  Company  and  be  subject  to  the 
lien  of  this  indenture. 


48 


principaiof  SECTION  4.  In  case,  while  and  so  lone:  as  there  shall  be  no 

v?iopment  and  default  hereunder,  any  sum  shall  be  paid  on  account  of  the 
principal  of  any  bonds  or  other  obligations  at  any  time  held 
by  the  Trustee  subject  to  the  lien  of  this  Indenture,  or  in 
case  any  sum  shall  be  paid  on  account  of  the  interest  on  any 
such  bonds  or  obligations  out  of  the  proceeds  of  the  prop- 
erty covered  by  any  mortgage  or  other  Indenture  securing 
such  bonds  or  obligations,  or  in  case  upon  the  dissolution  or 
liquidation  of  any  Company  any  sum  shall  be  paid  upon  any 
shares  of  stock  of  such  company  pledged  hereunder,  or  upon 
any  obligations  or  claims  subject  to  this  Indenture,  then  in 
such  case  any  such  sum  shall  be  collected  and  received  by  the 
Trustee,  and  shall  fall  into  the  Development  and  Equipment 
Fund  under  Article  Fifth  of  this  Indenture,  and  shall  be  ap- 
plied as  provided  in  said  Article. 


Trustee  to  de- 
liver for  can- 
cellation the 
obligations 
of  any  Com- 
pany the  title 
to  all  of  whose 
properly 
has  been 
acquired  by 
the  Railroad 
Co. 


Section  5.  In  the  event  that  the  Railroad  Company  shall 
at  any  time  acquire  title  to  all  of  the  property  of  any  com- 
pany or  companies,  all  of  whose  capital  stock,  mortgage  bonds 
and  other  obligations  are  owned  by  it  and  are  pledged  and  de- 
posited with  the  Trustee  of  this  Indenture,  the  Trustee  shall, 
upon  the  written  request  of  the  President  or  a Vice-President 


of  the  Railroad  Company,  and  upon  conveyance  and  assignment 


to  it  of  the  property  so  acquired  by  the  Railroad  Company, 
deliver  such  stock  to  the  Railroad  Company  and  shall  cause 


such  bonds  and  other  obligations  to  be  canceled  and  deliv- 
ered to  the  Trustee  of  the  mortgages  or  liens  securing  the 
same  for  the  purpose  of  obtaining  the  discharge  and  satisfac- 
tion of  such  mortgages  or  liens. 


powerof  Section  6.  The  Trustee  upon  the  request  of  the  Railroad  Com- 

Trustee  to 

pm’ate'eS-  PANY  or,  in  its  discretion  without  such  request,  may  do  whatever 
panies.  may  be  necessary  for  the  purpose  oi  maintaining  or  preserving 
the  corporate  existence  of  any  and  all  companies,  a greater  part 


of  whose  stock  shall,  at  any  time,  be  pledged  hereunder,  and 


49 


for  such  purposes,  from  time  to  time,  it  may  sell,  assign,  trans- 
fer and  deliver  so  many  shares  of  the  stock  of  such  companies 
as  may  be^necessary  to  qualify  persons  to  act  as  directors  of, 
or  in  any  other  official  relation  to,  said  companies  ; and  in 
every  case]^the  Trustee  may  make  such  arrangements  as  it 
shall  deem  necessary  for  the  protection  of  the  trust  here- 
under. 

Section  7.  The  Trustee,  with  the  consent  of  the  Railroad  Power  to  join 

In  reorganl- 

CoMPANY,  at  any  time  may  take  such  steps  as  in  its  discretion 
shall  be  necessary  to  protect  its  interests  hereunder  in 
respect  of  any  bonds,  obligations  or  stock  subject  to  the  lien 
hereof,  and  for  that  purpose  it  may  join  in  any  plan  of 
reorganization,  readjustment  or  refunding  in  respect  of  any 
such  bonds  or  stocks  and  may  accept  new  securities  issued  in 
exchange  therefor  under  such  plan ; but  in  case  the  Railroad 
Company  shall  be  in  default  in  the  performance  of  any  cove- 
nant in  this  Indenture  contained,  the  Trustee  shall  be  entitled 
to  take  such  steps  without  the  consent  of  the  Railroad  Com- 
pany. 

Section  8.  In  case  default  shall  be  made  in  the  payment  of  power  to  fore- 
close mort- 

the  principal  or  interest  of  any  of  the  bonds  or  obligations  at  &ages  securing 
any  time  subject  to  the  lien  of  this  Indenture,  or  of  other 
bonds  or  obligations  secured  by  the  same  mortgage  or  lien  as 
such  bonds  or  obligations  held  by  the  Trustee,  then  in  any 
such  case,  the  Trustee  may  in  its  discretion,  cause  proper 
proceedings  to  be  instituted  and  prosecuted  in  some  court  of 
competent  jurisdiction  to  foreclose  or  enforce  the  mortgage,  or 
lien,  by  which  such  bonds  or  obligations  in  default  are  secured. 

In  case,  at  any  time,  any  company  of  whose  capital  stock 
the  greater  part  shall  be  held  by  the  Trustee  hereunder 
shall  be  dissolved  or  liquidated,  or  in  case  all  or  any  of  the 
property  of  any  such  company  shall  be  sold  upon  the  insolv- 
ency of  such  company  at  any  judicial  or  other  sale,  or  in 
case  any  property^covered  by  a mortgage  securing  any  bonds, 


50 


or  subject  to  auy  lien  for  the  payment  of  any  obligations  held 
by  the  Trustee  hereunder,  shall  be  sold  upon  foreclosure 
of  such  mortgage,  or  by  enforcement  of  such  lien,  then  in  any 
such  case,  if  the  property  of  such  company,  or  the  property 
sold,  can  be  acquired  by  crediting  on  tlie  bonds,  obligations, 
claims  or  stock  held  by  the  Trustee  hereunder  any  sum 
accruing  or  to  be  received  thereon  out  of  the  proceeds  of  such 
property,  and  paying  not  more  than  fifteen  per  cent,  of  the 
price  of  such  property  in  cash,  the  Trustee  in  its  discretion 
may^  but  if  by  the  Railroad  Company  requested  in  writing  and 
provided  with  the  amount  of  cash  necessary  therefor,  the 
Trustee  in  every  case  shall  purchase,  or  cause  to  be  purchased, 
or  permit  the  Railroad  Company  to  purchase  such  property,  in 
the  name  or  on  behalf  of  the  Trustee  or  of  the  RAiiiROAD  Com- 
pany or  by  purchasing  trustees,  and  shall  use,  or  permit  the  Rail- 
road Company  to  use  such  bonds,  obligations,  claims,  and  stock, 
so  far  as  may  be,  to  make  payment  for  such  property  ; and  in 
case  of  such  purchase  the  Trustee  shall  take  such  steps  as  it 
may  deem  proper  to  cause  such  property  to  be  vested  either  in 
the  Railroad  Company,  subject  to  the  lien  of  this  Indenture, 
or  in  some  other  corporation  organized  or  to  be  organized  for 
that  purpose,  of  whose  bonded  debt  and  capital  stock,  all 
excepting  the  number  of  shares  required  to  qualify  directors, 
shall  be  received  and  held  by  the  Trustee,  and  shall  be  held 
for  the  Railroad  Company  but  subject  to  the  lien  of  this  In- 
denture. 

The  Railroad  Company  covenants  that,  on  demand  of  the 
Trustee,  it,  the  Railroad  Company,  forthwith  will  pay  or  satis- 
factorily provide  for  all  expenditures  incurred  by  the  Trustee 
under  any  of  the  provisions  of  this  Section,  including  all  sums 
required  to  obtain  and  perfect  the  ownership  and  title  to  any 
property  which  the  Trustee  shall  purchase  or  cause  to  be 
purchased  pursuant  to  the  provisions  of  this  Section  ; and  in 
case  the  Railroad  Company  shall  fail  so  to  do,  then,  without 
impairment  of,  or  prejudice  to,  any  of  its  rights  hereunder  by 


51 


reason  of  the  default  of  the  Kailroad  Company,  the  Trustee, 
in  its  discretion,  may  advance  all  such  expenses  and  other 
moneys  required,  or  may  procure  such  advances  to  be  made  by 
others,  and  for  the  repayment  in  six  months  thereafter,  with 
interest,  of  such  advances  made  by  the  Trustee,  or  by  others 
at  its  request,  the  Trustee  shall  have  a lien  prior  to  the  lien 
of  this  Indenture,  on  all  the  bonds,  obligations,  shares  and 
other  property  in  respect  of  which  such  advances  were  made, 
and  the  proceeds  thereof  and  any  property  acquired  by  means 
of  such  bonds,  obligations  or  shares. 

In  case  the  Trustee  shall  not  purchase  or  cause  to  be  pur- 
chased the  property  sold  at  any  such  sale,  and  shall  not  join 
in  a plan  of  reorganization  as  aforesaid  in  respect  of  such 
bonds  or  stock,  then  the  Trustee  shall  receive  any  portion  of 
the  proceeds  of  the  sale  accruing  on  the  bonds,  obligations 
and  stocks  by  it  held  hereunder,  and  such  proceeds,  from 
time  to  time,  shall  be  paid  over  to  the  Railroad  Company  for 
the  purposes  and  in  the  manner  and  subject  to  the  restrictions 
set  forth  in  Article  Fifth  hereof. 

Section  9.  Anything  in  this  indenture  to  the  contrary  not-  consolidation 

of  Companies 

withstanding,  any  company  of  whose  shares  of  capital  stock  are*pfedged^® 
larger  part  shall  be  subject  to  this  indenture  may  be  merged  or 
consolidated  with,  or  all  or  any  part  of  the  property  of  any  such 
company  may  be  sold  either  to  the  Railroad  Company  or  to  any 
other  railway  company  of  whose  capital  stock  at  least  ninety 
per  cent,  in  amount  shall  then  be  held  by  the  Trustee  here- 
under ; but  no  such  merger,  consolidation  or  sale  shall  be 

made  except  upon  condition  (first)  that  in  case  of  any  merger  conditions  of 
^ ^ I / X j ZD  merger  and 

or  consolidation  at  least  ninety  per  cent,  in  amount  of  the 
stock  of  the  consolidated  company  or  the  company  (other  than 
the  Railroad  Company)  into  which  any  such  company  shall  be 
merged  shall  be  received,  or  shall  continue  to  be  held,  by  the 
Trustee  under  this  Indenture;  and  (secondly)  that  incase 
of  any  such  merger,  consolidation  or  sale,  neither  of  the 
companies  which  shall  be  parties  thereto  (other  than  the  Rail- 


52 


Sources  from 
which  the 
Fund  is  to  he 
derived. 


Purposes  for 
which  money 
may  be  used. 


ROAD  Company)  nor  any  consolidated  or  new  company  formed 
thereby,  shall,  in  connection  therewith,  create  or  incur  any 
indebtedness  or  any  lien,  charge  or  incumbrance  upon  its  prop- 
erty unless  such  indebtedness,  lien,  charge  or  incumbrance 
shall  be  transferred  to  the  Trustee  and  become  subject  to 
this  Indenture  ; and  (thirdly)  that  in  case  of  a merger  or  con- 
solidation with,  or  sale  to,  the  Railroad  Company  this  Indenture 
shall  become  a lien  upon  the  railway  and  all  property  apper- 
taining to  the  railway  of  the  company  merged  or  consolidated 
with,  or  whose  property  shall  be  sold  to  the  Railroad  Com- 
pany, subject  only  to  pre-existing  mortgages,  if  any,  upon  the 
property  so  merged,  consolidated  or  sold. 

Under  the  conditions  aforesaid,  any  such  merger,  consolida- 
tion or  sale  may  be  made  under  any  laws  to  which  such  com- 
pany may  be  subject,  and,  upon  request  of  the  Railroad  Com- 
pany, the  Trustee  shall  consent  to  all  acts  proper  to  carry  into 
effect  the  purposes  of  this  section. 

Article  Fifth. 

DEVELOPMENT  AND  EQUIPMENT  FUND. 

Section  1.  So  long  as  the  Railroad  Company  shall  not  be 
in  default  under  any  provision  of  this  Indenture,  all  moneys 
received  by  the  Trustee  under  any  provision  of  this  In- 
denture, unless  expressly  reserved  or  appropriated  by  this 
Indenture  to  some  other  purpose,  shall  be  received  by  the 
Trustee,  and  be  by  it  set  apart  as  a Development  and  Equip- 
ment Fund  to  be  used  and  paid  over  as  hereinafter  in  this 
Section  provided. 

The  purposes  for  which  the  moneys  in  such  Development 
and  Equipment  Fund  created  under  the  provisions  of  this 
Article  may  be  used  are  as  follows  : 

Any  of  the  purposes  specified  in  Sections  Five,  Six  or 
Seven  of  Article  Second  of  this  Indenture  for  which  bonds 
hereby  secured  and  reserved  under  those  sections  may  be 
certified,  delivered  and  used. 


53 


Before  paying  over  to  the  Railroad  Company  any  moneys  conditions 
in  said  Development  and  Equipment  Fund  there  shall 
be  delivered  to  the  Trustee  a copy  of  a resolution  of  the  Board 
of  Directors,  or  of  the  Executive  Committee  of  the  Board  of 
Directors  of  the  Railroad  Company  calling  for  such  payment 
and  also  a certificate  or  certificates  signed  by  the  President 
or  a Vice-President  of  the  Railroad  Company  and  by  its  Audi- 
tor or  Treasurer,  stating  and  specifying  (1)  the  expenditures 
made  by  the  Railroad  Company  for  which  reimbursement  is  de- 
manded out  of  i-aid  fund,  and  indicating  the  particular  better- 
ments or  improvements,  engines,  cars,  equipment,  branch  lines, 
extensions,  tormina’s  and  other  properties  constructed  or  ac- 
quired, and  the  shares  of  stock,  bonds  or  indebtedness 
purchased  or  acquired,  and  the  amount  expended  by  the 
Railroad  Company  for  each  and  every  such  purpose ; 

(2)  that  none  of  the  expenditures  so  certified  were 
included  in  any  previous  certificate  furnished  under  this 
Section  or  under  Sections  Five,  Six  and  Seven  of  Article  Sec- 
ond of  this  Indenture,  and  that  the  Railroad  Company  has  not 
been  reimbursed  for  such  expenditures  out  of  bonds  secured 
by  this  Indenture  or  out  of  the  proceeds  of  such  bonds  or  out 
of  any  other  funds  under  this  Indenture  ; and  (3)  that  none 
of  such  expenditures  were  included  in  any  expenditures  re- 
ported by  the  Railroad  Company  in  any  annual  report  as 
having  been  charged  to  operating  expenses  or  the  cost  of 
maintenance  ; and  (4)  a schedule  showing  the  character  of  any 
engines,  cars  or  other  equipment  purchased,  and  a statement 
of  the  marks  and  numbers  upon  all  of  the  same. 

Together  with  such  resolutions  and  certificates  there  Title  to  prop- 

so 

shall  be  delivered  to  the  Trustee  any  bonds  so  acquired  andquired tobe 

satisfactorily 

the  certificates,  duly  endorsed  for  transfer,  for  any  shares  of  Trustee!^ 
stock  so  acquired  by  the  Railroad  Company  by  means  of 
such  expenditures,  and  such  further  instruments  and  con- 
veyances as  may  be  necessary  to  vest  in  the  Trustee  any 
new  property  so  acquired  by  the  Railroad  Company  and,  also, 


54 


Power  of  entry 
after  default. 


the  written  opinion  of  counsel  of  the  Railroad  Company 
to  the  effect  that  such  instruments  and  conveyances  are  suffi- 
cient for  that  purpose  or  that  no  additional  instrument  or  con- 
veyance is  necessary.  Such  resolutions,  certificates  and 
opinions  shall  be  full  authority  and  protection  to  the  Trustee 
for  the  payment  to  the  Railroad  Company  of  moneys  out  of 
said  Development  and  Equipment  Fund,  and  the  Trustee 
shall  upon  receipt  of  said  resolutions,  certificates  and  opinion 
pay  out  of  said  fund  to  the  Railroad  Company,  or  upon  its 
order,  the  amount  of  money  specified  in  such  resolution. 

Article  Sixtli. 

REMEDIES  IN  CASE  OF  DEFAULT. 

Section  1.  In  case  default  shall  be  made  in  the  payment  of 
any  interest  on  any  bond  hereby  secured,  or  in  the  payment  of 
the  principal  of  any  such  bond,  or  in  case  default  shall  be 
made  in  the  due  observance  or  performance  of  any  other 
covenant  or  condition  herein  required  to  be  kept  or  performed 
by  the  Railroad  Company,  and  any  such  last-mentioned  de- 
fault shall  continue  for  a period  of  six  months  after  written 
notice  thereof  to  the  Railroad  Company  from  the  Trustee  or 
from  the  holders  of  five  per  cent,  or  more  in  amount  of  the 
bonds  hereby  secured  and  at  the  time  outstanding,  then  and  in 
each  and  every  such  case  the  Trustee,  by  its  agents  or  attor- 
neys, may  forthwith  enter  into  or  upon  all  or  any  part  of  the 
railroads,  rolling  stock,  property,  lands,  rights,  interests,  fran- 
chises and  premises  hereby  conveyed,  or  intended  so  to  be, 
or  conveyed  or  intended  to  be  conveyed  by  any  indenture 
supplemental  hereto,  and  each  and  every  part  thereof,  and 
may  exclude  the  Railroad  Company,  its  agents  and  servants 
w^holly  therefrom,  and,  having  and  holding  the  same,  may 
use,  operate,  manage  and  control  said  railroads  and  other 
premises  and  property,  regulate  the  tolls  for  the  transportation 
of  passengers  and  freight  thereon,  and  conduct  the  business 


55 


thereof  either  personally  or  by  its  superintendents,  managers, 
receivers,  agents,  servants  or  attorneys,  to  the  best  advantage 
of  the  holders  of  the  bonds  hereby  secured  ; and  upon  every 
such  entry  the  Trustee  may,  at  the  expense  of  the  trust  estate, 
from  time  to  time,  either  by  purchase,  repair  or  construction, 
maintain  and  restore,  and  may  insure  or  keep  insured,  the  roll- 
ing stock,  tools,  machinery  and  other  property,  buildings, 
bridges  and  structures  erected  or  provided  for  use  in  connection 
with  said  railroads  and  other  premises,  and  whereof  it  shall 
become  possessed  as  aforesaid,  in  the  same  manner  and  to  the 
same  extent  as  is  usual  with  railroad  companies,  and  likewise 
may,  from  time  to  time,  at  the  expense  of  the  trust  estate,  make 
all  necessary  or  proper  repairs,  renewals,  replacements,  altera- 
tions, additions,  betterments  and  improvements  thereto  and 
thereon  as  to  it  may  seem  judicious  ; and  the  Trustee  in  such 
case  shall  have  the  right  to  manage  the  mortgaged  premises 
and  property  and  to  carry  on  the  business  and  to  exercise  all 
the  rights  and  powers  of  said  Railroad  Company,  either 
in  the  name  of  said  Railroad  Company  or  otherwise,  as 
the  Trustee  shall  deem  best  ; and  the  Trustee  shall  be 
entitled  to  collect  and  receive  all  tolls,  earnings,  incomes, 
rents,  issues  and  profits  of  the  mortgaged  premises  and 
property  and  every  part  thereof  ; and  after  deducting  the 
expenses  of  operating  said  railroads  and  other  premises 
and  conducting  the  business  thereof,  and  of  repairs,  main- 
tenance, renewals,  replacements,  alterations,  additions,  better- 
ments and  improvements,  and  all  payments  which  may  be 
made  for  taxes,  assessments,  insurance  and  prior  or  other 
proper  charges  upon  the  said  railroads,  premises  or  property 
or  any  part  thereof,  as  well  as  just  and  reasonable  compensa- 
tion for  its  own  services  and  for  the  service  of  all  counsel,  Application 

of  income  by 

agents  and  employees  by  it  properly  engaged  and  employed,  possession, 
it  shall  apply  the  moneys  arising  as  aforesaid  as  follows  : 

Fwst.  In  case  the  principal  of  the  bonds  hereby  secured 
shall  not  have  become  due,  to  the  payment  of  the  interest  in 
default  in  the  order  of  the  maturity  of  the  installments  of  such 


56 


interest,  with  interest  thereon,  such  payments  to  be  made 
ratably  to  the  persons  entitled  thereto  without  any  discrimi- 
nation or  preference  ; 

Second.  In  case  the  principal  of  the  bonds  hereby  secured 
shall  have  become  due,  by  declaration  or  otherwise,  first,  to  the 
payment  of  the  accrued  interest  (with  interest  on  the  overdue 
installments  thereof)  in  the  order  of  the  maturity  of  the  install- 
ments, and  next,  if  any  surplus  remains  towards  the  payment 
of  the  principal  of  all  bonds  hereby  secured,  such  payments 
in  every  instance  to  be  made  ratably  to  the  persons  entitled 
thereto  without  any  discrimination  or  preference. 

Upon  the  payment  in  full  of  whatever  may  be  due  for 
principal  or  interest,  and  be  payable  for  other  purposes,  and 
after  making  provision  satisfactory  to  the  Trustee  for  the  semi- 
annual interest  upon  bonds  secured  hereby  then  next  maturing, 
the  premises  shall  be  returned  to  the  Railroad  Company. 

Proxies  to  be  Upon  the  happening  of  any  of  the  defaults  hereinbefore 

revoked  upon  jr  l o 

any  default,  specified  the  TRUSTEE  shall  forthwith  revoke  any  and  all 
proxies  and  all  assignments  or  orders  for  the  payment  of  divi- 
dends upon  stock  and  interest  upon  bonds  pledged  hereunder 
theretofore  given  to  the  Railroad  Company  or  its  nominee  or 
nominees,  and  the  Trustee  during  the  continuance  of  any 
such  default  shall  be  entitled  to  vote  on  all  shares  of 
stock  then  held  by  it  hereunder,  and,  for  the  bene- 
fit of  the  holders  of  the  bonds  hereby  secured,  shall  be 
entitled  to  receive  and  collect  all  interest  moneys  and  all  divi- 
dends maturing  and  payable  upon  all  bonds  and  stocks  then 
held  by  the  Trustee  and  to  apply  all  moneys  so  received 
in  the  manner  in  this  Section  prescribed  in  respect  of  the 
tolls,  earnings,  income,  rents,  issues  and  profits  of  the  mort- 
gaged premises  ; and  as  holders  of  such  bonds  and  shares  of 
stock  the  Trustee  shall  be  entitled  to  perform  any  and 
all  acts  and  to  make  or  execute  any  and  all  transfers,  requests, 
requisitions  or  other  instruments  for  the  purpose  of  carrying 
out  the  provision  of  this  Section  ; but  in  the  event  that  a re- 
ceiver of  the^mortgaged  railway  or  property  shall  have  been 


57 


appointed  and  shall  be  in  possession  thereof  the  Trustee,  from 
time  to  time  in  its  discretion,  may,  and  if  requested  by  the 
holders  of  a majority  in  amount  of  the  bonds  hereby  secured  the 
Trustee  shall,  turn  over  any  part  or  all  of  the  interest  moneys 
and  dividends  so  collected  by  it  to  such  receiver  and  may  co- 
operate with  such  receiver  in  managing  and  operating  the 
entire  system  of  the  Railroad  Company  in  such  manner  as  the 
Trustee  shall  deem  for  the  best  interests  of  the  holders  of  the 
bonds  hereby  secured. 

In  case  at  any  time  when  the  mortgaged  premises  are  in 
the  possession  of  the  Trustee,  or  of  any  Receiver,  the  income 
and  profits  received  from  the  mortgaged  premises,  after 
deducting  all  expenses  properly  chargeable  against  the  same, 
shall  be  insufficient  to  pay  all  the  interest  upon  bonds  secured 
hereby  which  was  due  when  the  Trustee,  or  such  Receiver, 
took  possession  of  the  mortgaged  premises,  and  all  interest 
which  may  fall  due  while  the  Trustee,  or  such  Receiver,  is  in 
possession  thereof,  the  continuance  of  a default  happening  be- 
fore the  Trustee  or  receiver  took  possession  of  the  property, 
or  the  failure  to  pay  interest,  maturing  while  the  Trustee, 
or  such  Receiver,  is  in  possession  of  the  property  shall  entitle 
the  Trustee  and  the  bondholders  to  the  same  rights  and 
remedies  as  are  herein  or  by  law  provided  upon  the  con- 
tinuance of  such  default  or  the  failure  to  pay  such  interest, 
as  the  case  may  be,  in  all  respects  as  if  the  Railroad  Com- 
pany had  continued  in  possession  of  said  premises. 

Section  2.  In  case  (1)  default  shall  be  made  in  the  pay- 
men  of  any  semi-annual  installment  of  interest  on  any  bond 
hereby  secured  when  the  same  shall  become  payable,  and  any 
such  installment  shall  remain  unpaid  for  a period  of  six 
months,  or  in  case  (2)  default  shall  be  made  in  the  perform- 
ance of  any  of  the  covenants  of  the  Railroad  Company  con- 
tained in  Sections  2 or  6 of  Article  Third  hereof  and 
any  such  default  shall  continue  for  a period  of  six 


Rights  and 
remedies  of 
Trustee  not 
affected  by 
entry. 


58 


Anticipation  of  months,  then  and  in  either  of  such  events,  the  holders  of 

maturity  of 


of 


a majority  in  amount  of  the  bonds  hereby  secured  then  out- 
standing, may,  by  notice  in  writing  delivered  to  the  Railroad 
Company,  declare  the  principal  of  all  bonds  hereby  secured 
then  outstanding  to  be  due  and  payable  immediately,  and  upon 
any  such  declaration  the  same  shall  become  and  be  immedi- 
ately due  and  payable,  anything  in  this  Indenture  or  in  said 
bonds  contained  to  the  contrary  notwithstanding.  This  pro- 
vision, is,  however,  subject  to  the  condition  that,  if  at  any  time 
after  the  principal  of  said  bonds  shall  have  been  so  declared 
due  and  payable,  and  before  any  sale  of  the  mortgaged  premises 
or  any  part  thereof  shall  have  been  had,  all  arrears  of  interest 
upon  all  bonds  hereby  secured  then  outstanding,  with  interest 
on  overdue  installments  of  interest,  and  all  expenses  properly 
incurred  by  the  Trustee  hereunder,  or  by  any  receiver  duly 
appointed  of  the  mortgaged  premises  or  any  part  thereof,  and 
its  or  his  own  compensation  shall  be  paid  by  the  Railroad 
Company  to  the  Trustee,  and  the  Railroad  Company  shall  also 
pay  all  taxes  and  other  amounts  due  and  payable  under  any 
provision  of  this  Indenture,  or  in  case  such  amounts  shall 
have  been  collected  out  of  the  income  of  the  mortgaged 
premises,  before  any  sale  of  the  mortgaged  premises  or  any 
part  thereof  shall  have  been  had,  then  and  in  every  such  case 
such  declaration  and  its  consequences  shall  ipso  facto  be 
rescinded  and  annulled ; but  no  such  rescission  and  annul- 
ment shall  extend  to  or  affect  any  subsequent  default,  or  impair 
any  right  consequent  thereon. 


Section  3.  In  case  default  shall  be  made  in  the  payment  of 
any  interest  on  any  bond  hereby  secured  and  any  such  default 
shall  continue  for  a period  of  six  months,  or  in  case  default 
shall  be  made  in  the  payment  of  the  principal  of  any  such 
bond,  when  the  same  shall  become  due  and  payable  either  by 
its  terms  or  by  declaration  of  the  bondholders  as  afore- 
said, or  in  case  default  shall  be  made  in  the  due  observance 


59 


or  performance  of  any  other  covenant  or  condition  herein  re- 
quired to  be  kept  or  performed  by  the  Batlroad  Company,  and 
any  such  last  mentioned  default  shall  continue  for  a period  of 
six  months  after  written  notice  thereof  to  the  Railroad  Com- 
pany from  the  Trustee  or  from  the  holders  of  five  per  cent, 
or  more  in  amount  of  the  outstanding  bonds  hereby  secured, 
then  and  in  each  and  every  such  case,  the  Trustee  shall 
be  forthwith  entitled,  wdth  or  without  entry,  personally  or 
by  attorney,  in  its  discretion,  to  sell  at  public  auction  to  Power  of  sale, 
the  highest  and  best  bidder  all  and  singular  the  mortgaged 
railroads  and  premises,  rights  and  franchises,  and  all  stocks, 
bonds,  and  other  obligations  and  interests  of  every  descrip- 
tion held  by  the  Trustee  or  in  any  manner  subject  to 
this  Indenture,  and  all  right,  title,  interest,  claim  and  demand 
therein,  and  right  of  redemption  thereof,  which  sale  shall  be 
made  in  one  lot  and  as  an  entirety  or  in  separate  parcels  in 
accordance  with  Section  6 hereof,  and  upon  such  terms  as  the 
Trustee  may  fix,  and  upon  any  such  sale  the  Trustee  shall 
execute  and  deliver  a deed  or  deeds  of  transfer  or  release  of 
the  property  sold  or  other  writing  evidencing  such  sale ; 
provided,  that  this  power  of  sale  shall  only  be  exercised  so  far 
as  may  be  authorized  by  law. 

Section  4.  In  case  default  shall  be  made  in  the  payment  of 
any  interest  on  any  bond  hereby  secured  or  in  the  payment  of 
the  principal  of  any  such  bond,  when  the  same  shall  be- 
come due  and  payable  either  by  its  terms  or  by  declaration 
of  the  bondholders  as  aforesaid,  or  in  case  default  shall  be 
made  in  the  due  observance  or  performance  of  any  other  cove- 
nant or  condition  herein  required  to  be  kept  or  performed  by 
the  Railroad  Company  and  such  last  mentioned  default  shall 
continue  for  a period  of  six  months  after  written  notice 
thereof  to  the  Railroad  Company  from  the  Trustee,  or  from 
the  holders  of  five  per  cent,  or  more  in  amount  of  the  out- 
standing bonds  hereby  secured,  then  and  in  each  and  every 


60 


Power  to 
foreclose. 


Entitled  to 
appointment 
of  a receiver 


Remedies 

cumulative. 


such  case  the  Trustee  may  forthwith  proceed  to  protect  and 
enforce  its  rights  and  the  rights  of  the  bondholders  under  this 
Indenture  by  a suit  or  suits  in  equity  or  at  law,  either  for  the 
specific  performance  of  any  covenant  or  agreement  contained 
herein,  or  in  aid  of  the  execution  of  any  power  herein  granted, 
or  for  the  foreclosure  of  this  Indenture  for  interest,  or  for 
principal,  or  both,  or  for  the  enforcement  of  any  other 
appropriate  legal  or  equitable  remedy,  as  the  Trustee  shall 
deem  most  effectual  in  support  of  any  of  its  rights  or  duties 
hereunder. 

Section  5.  Upon  filing  a bill  in  equity  or  upon  other  com- 
mencement of  judicial  proceedings,  as  provided  in  the  fore- 
going section  of  this  Article,  by  the  Trustee  to  enforce 
any  right  under  this  Indenture,  the  Trustee  shall  be  entitled  to 
exercise  any  and  all  rights  and  powers  herein  conferred,  and,  as 
a matter  of  right,  the  Trustee  shall  be  entitled  to  the  appoint- 
ment of  a receiver  of  the  premises  hereby  mortgaged  and  of  the 
tolls,  earnings,  revenue,  rents,  issues,  profits  and  other  income 
thereof,  with  such  powers  as  the  court  making  such  appoint- 
ment shall  confer,  and  shall  be  entitled  to  the  application  by 
any  such  receiver  of  the  net  income  for  the  benefit  of  the 
holders  of  the  bonds  issued  hereunder,  in  accordance  with 
the  trusts  herein  declared.  Except  as  herein  expressly 
provided  to  the  contrary,  no  remedy  in  this  Indenture 
conferred  upon  or  reserved  to  the  Trustee  is  intended  to 
be  exclusive  of  any  other  remedy,  but  every  remedy 
in  this  Indenture  provided  shall  be  cumulative  and  shall 
be  in  addition  to  every  other  remedy  given  hereunder  or  now 
or  hereafter  existing  at  law  or  in  equity  or  by  statute ; and 
every  power  and  remedy  given  by  this  Indenture  to  the 
Trustee  or  to  bondholders  may  be  exercised  from  time  to 
time  and  as  often  as  may  be  deemed  expedient.  No  delay  or 
omission  of  the  Trustee,  or  any  holder  of  bonds  hereby  se- 
cured, to  exercise  any  right  or  power  arising  from 


61 


any  default  shall  impair  any  such  right  or  power 
or  shall  be  construed  to  be  a waiver  of  any  such 
default  or  an  acquiescence  therein.  In  case  the  Trustee 
shall  have  proceeded  to  enforce  any  right  under  this  Indenture 
by  foreclosure,  entry  or  otherwise,  and  such  proceedings  shall 
have  been  discontinued  and  abandoned  because  of  a waiver  or 
for  any  other  reason,  or  shall  have  been  determined  adversely 
to  the  Trustee,  then  and  in  every  such  case,  the  Kailroad 
Company  and  the  Trustee  shall  severally  and  respectively  be 
restored  to  their  former  position  and  rights  hereunder  in  re- 
spect of  the  mortgaged  premises,  and  all  rights,  remedies  and 
powers  of  the  Trustee  shall  continue  as  though  no  such  pro- 
ceedings had  been  taken. 

Section  6.  In  the  event  of  any  sale  under  or  by  virtue  of 
the  power  of  sale  herein  contained,  or  by  virtue  of  judicial 
proceedings,  or  of  any  judgment  or  decree  of  foreclosure  and 
sale,  the  whole  of  the  property  and  premises  hereby  conveyed, 
mortgaged,  assigned,  or  pledged,  including  all  stocks,  bonds 
and  other  obligations  and  interests  of  every  description  held  by 
the  Trustee  or  in  any  way  subject  to  this  Indenture  shall 
be  sold  in  one  parcel  and  as  an  entirety,  unless  the  Trustee 
shall  elect  to  sell  in  parcels  ; but  if  the  holders  of  a 
majority  in  amount  of  the  bonds  hereby  secured  then  out- 
standing shall  in  writing  request  the  Trustee  to  cause  said 
premises  to  be  sold  either  in  one  parcel  as  an  entirety  or  in 
several  parcels,  the  sale  shall  be  made  in  one  parcel  as  an 
entirety  or  in  several  parcels  as  may  be  specified  in  such  re- 
quest, and  at  such  time  or  times  and  place  or  places  as  may  be 
designated  therein  so  far  as  the  law  may  allow  ; but  any  sale 
of  the  mortgaged  railroads,  franchises  and  property  appurte- 
nant thereto  or  appertaining  to  the  use  thereof  shall  be  made 
at  the  City  of  Baltimore,  in  the  State  of  Maryland,  or  such 
other  place  upon  the  mortgaged  railroad  as  the  Trustee  may 
fix.  The  personal  property  and  chattels  appertaining  to  the 


Property  to  be 
sold  as  an 
entirety  unless 
otherwise 
directed  or 
necessary. 


62 


railroads  herein  conveyed  and  transferred,  or  intended  so  to 
be,  now  held  or  hereafter  acquired,  shall  be  deemed  real 
estate  for  all  the  purposes  of  this  Indenture,  and  shall  be  held 
and  taken  to  be  fixtures  and  appurtenances  of  the  said  rail- 
roads, and  are  to  be  used  and  sold  therewith  and  in  the  same 
manner  and  not  separate  therefrom,  except  as  herein  other- 
wise provided. 

Notice  of  sale.  Notice  of  any  such  sale  shall  state  the  time  and  place  when 
and  where  the  same  is  to  be  made  and  shall  contain  a brief  gen- 
eral descriptionof  the  property  to  be  sold,  and  shall  be  published 
once  in  each  week  for  at  least  four  successive  weeks  prior  to 
such  sale  in  a newspaper  published  in  Baltimore,  Maryland 
and  a newspaper  published  in  New  York  City,  New  York.  The 
Trustee  may  adjourn  or  cause  to  be  adjourned  any  such  sale 
from  time  to  time  by  announcement  at  the  time  and  place  ap- 
pointed for  such  sale  or  for  such  adjourned  sale  or  sales,  and 
without  further  notice  or  publication  such  sale  may  be  made 
at  the  time  and  place  to  which  the  same  shall  be  so  adjourned. 

Principal  of  SECTION  7.  In  case  of  such  sale  of  the  mortgaged  railroads 

bonds  to 

Jecomedue  ^ud  property,  whether  under  the  power  of  sale  hereby  granted 
or  pursuant  to  judicial  proceedings,  the  whole  of  the  principal 
sum  of  the  bonds  hereby  secured,  if  not  previously  due,  shall 
at  once  become  due  and  payable,  anything  in  said  bonds  or  in 
this  Indenture  to  the  contrary  notwithstanding. 

stay,  appraise-  SECTION  8.  The  Railroad  COMPANY  covenants  and  agrees 
ment  or  ...  , _ . 

extension  laws  that  it  will  not  at  any  time  insist  upon  or  plead  or  in  any  man- 
ner whatever  claim  or  take  the  benefit  or  advantage  of  any  stay 
or  extension  law  now  or  at  any  time  hereafter  in  force,  nor 
will  it  claim,  take,  or  insist  upon  any  benefit  or  advantages 
from  any  law  now  or  hereafter  in  force,  providing  for  the 
valuation  or  appraisement  of  the  mortgaged  premises  prior 
to  any  sale  or  sales  thereof ; nor  will  it  after  any  such 
sale  or  sales  claim  or  exercise  auy  right  under  any  statute 


63 


to  redeem  the  property  so  sold  or  any  part  thereof ; and 
it  hereby  expressly  waives  all  benefit  and  advantage  of  any 
such  law  or  laws,  and  covenants  that  it  will  not  hinder, 
delay  or  impede  the  execution  of  any  power  herein  granted 
and  delegated  to  the  Trustee,  but  that  it  will  suffer  and  per- 
mit the  execution  of  every  such  power  as  though  no  such  law 
or  laws  had  been  made  or  enacted. 

Section  9.  Upon  the  completion  of  any  sale  or  sales  conveyance 

to  purchaser 

the  Trustee  shall  execute  and  deliver  to  the  accepted 
purchaser  or  purchasers  a deed  or  deeds  of  transfer  and  re- 
lease of  the  property  and  franchises  sold,  or  shall  execute 
and  deliver  in  conjunction  with  the  deed  or  deeds  of 
the  court  officer  conducting  such  sale  a proper  release  of 
such  property  and  franchises,  and  the  Trustee  shall 
deliver  to  such  purchaser  or  purchasers  all  bonds,  obligations 
and  the  certificates  for  all  shares  of  stock  held  by  the 
Trustee  and  sold  to  such  purchaser  or  purchasers  together 
with  proper  assignments  and  transfers  of  such  bonds, 
obligations  and  shares.  The  Trustee  and  its  successor 
and  successors  are  hereby  appointed  the  true  and  lawful 
attorney  or  attorneys  irrevocable  of  the  Kailroad  Company, 
in  its  name  and  stead,  to  make  all  necessary  deeds  of  convey- 
ance, sale  and  transfer  of  the  property  herein  conveyed  and 
mortgaged,  and  for  that  purpose  may  execute  all  necessary  acts 
of  conveyance,  assignment  and  transfer,  and  may  substitute 
one  or  more  persons  with  like  power,  the  Railroad  Company 
hereby  ratifying  and  confirming  all  that  its  said  attorney  or 
attorneys,  or  such  substitute  or  substitutes,  shall  lawfully  do 
by  virtue  hereof.  Any  such  sale  or  sales  made  under  or  by 
virtue  of  this  Indenture,  either  under  the  power  of  sale  hereby 
granted  and  conferred,  or  under  or  by  virtue  of  judicial  pro- 
ceedings, shall  divest  all  right,  title,  interest,  estate,  claim  and 
demand  whatsoever,  either  at  law  or  in  equity,  of  the  Rail- 
road Company,  of,  in  and  to  the  premises  sold,  and  shall  be  a 


G4 


Receipt  of 
Trustee  to 
dlsctiarge  pur- 
chasers. 


Application 
of  purchase 
and  other 
money. 


Payment  of 
costs,  ex- 
penses, com- 
pensation of 
Trustee,  etc. 


Payment  of 
amount  due  on 
bonds  with 
Interest,  etc. 


perpetual  bar  both  at  law  and  in  equity  against  said  Railroad 
Company,  its  successors  and  assigns,  and  against  any  and  all 
persons  claiming  or  to  claim  the  premises  sold,  or  any  part 
thereof,  from,  through  or  under  the  Railroad  Company,  its  suc- 
cessors or  assigns.  Nevertheless,  the  Railroad  Company  shall, 
if  so  requested  by  the  Trustee,  ratify  and  confirm  such  sale 
by  executing  and  delivering  to  the  Trustee  or  to  such  pur- 
chaser or  purchasers  all  proper  deeds,  conveyances  and  releases 
as  may  be  designated  in  such  request. 

The  receipt  of  the  Trustee  or  of  the  court  officer  conduct- 
ing any  such  sale  shall  be  a sufficient  discharge  for  the  pur- 
chase money  to  any  purchaser  of  the  property,  or  any  part 
thereof,  sold  as  aforesaid,  and  no  such  purchaser,  or  his  rep- 
resentatives, grantees  or  assigns,  after  paying  such  purchase 
money  and  receiving  such  receipt,  shall  be  bound  to  see  to  the 
application  of  such  purchase  money  upon  or  for  any  trust  or 
purpose  of  this  Indenture,  or  be  answerable  in  any  manner 
whatsoever  for  any  loss,  misapplication,  or  non-a  pplication  of 
any  such  purchase  money  or  any  part  thereof. 

Section  10.  The  purchase  money,  proceeds  or  avails  of  any 
sale  of  the  mortgaged  premises,  together  with  any  other  sums 
which  may  then  be  held  by  the  Trustee,  or  be  payable  to  it, 
under  any  of  the  provisions  of  this  Indenture  as  part  of  the 
trust  estate,  shall  be  applied  as  follows  : 

Fir  fit.  To  the  payment  of  the  costs,  expenses,  fees  and 
other  charges  of,  and  a reasonable  compensation  to  the 
Trustee,  its  agents  and  attorneys,  and  to  the  payment  of  all 
expenses,  liabilities  and  advances  incurred,  or  disbursements 
made  by  the  Trustee,  and  to  the  payment  of  all  taxes,  assess- 
ments or  liens  prior  to  the  lien  of  these  presents,  except  any 
taxes,  assessments  or  other  superior  liens  subject  to  which 
such  sale  shall  have  been  made. 

Second.  To  the  payment  of  the  whole  amount  due,  owing  or 
unpaid  upon  the  bonds  hereby  secured  for  principal  and  in- 


65 


terest,  with  interest  on  the  overdue  installments  of  interest, 
and  in  case  such  proceeds  shall  be  insufficient  to  pay  in  full 
the  whole  amount  so  due  and  unpaid  upon  the  said  bonds, 
then  to  the  payment  of  such  principal  and  interest  without 
preference  or  priority  of  principal  over  interest  or  of  interest 
over  principal  or  of  any  installment  of  interest  over  any  other 
installment  of  interest,  ratably,  according  to  the  aggregate  of 
such  principal  and  the  accrued  and  unpaid  interest. 

Third.  Any  surplus  then  remaining,  to  the  Railroad  Com- surplus  to  the 

, Railroad  Co. 

PANY,  its  successors  or  assigns,  or  to  whomsoever  may  be  law- 
fully  entitled  to  receive  the  same. 

Section  11.  In  case  of  sale  of  the  mortgaged  premises  or  any  Rights  of  pur- 

chaser  to  use 

part  thereof,  the  purchaser,  in  settlement  or  payment  for  the 
property  purchased,  shall  be  entitled  to  use  and  apply  towards 
payment  of  the  purchase  price  of  the  property  purchased  any 
bonds  and  any  matured  and  unpaid  coupons  hereby  secured, 
by  presenting  such  bonds  and  coupons  so  that  there  may  be 
credited  and  endorsed  or  stamped  as  paid  thereon  the  sums 
applicable  to  such  payment  out  of  the  net  proceeds  of  such  sale 
as  provided  in  Section  10  of  this  Article  ; and  such  purchaser 
shall  thereupon  be  credited  on  account  of  the  purchase  price 
payable  by  him  with  the  sums  so  applicable  and  credited  on  the 
bonds  and  coupons  so  presented.  Such  bonds  and  coupons  so 
presented  by  the  purchaser  shall  be  deemed  to  be  paid  only  to 
the  extent  of  the  amount  so  credited  as  paid  thereon. 

At  any  such  sale  the  Trustee  or  any  bondholders  or  their 
agents  may  bid  for  and  purchase  such  property  and  may  make 
payment  therefor  as  aforesaid,  and  upon  compliance  with  the 
terms  of  sale,  may  hold,  retain  and  dispose  of  such  property 
without  further  accountability. 


Section  12.  Upon  the  written  request  of  the  holders  of  Respective 

rights  of  25% 

twenty-five  per  cent,  in  amount  of  the  bonds  hereby  secured  then 
outstanding,  in  case  of  any  default  as  aforesaid,  it  shall  be  the 


66 


duty  of  the  Trustee,  upon  being  indemnified  as  hereinafter 
provided,  to  take  all  needful  steps  for  the  protection  and  en- 
forcement of  its  rights  and  the  rights  of  the  holders  of  the 
bonds  hereby  secured,  or  to  exercise  the  powers  of  entry  and 
sale  herein  conferred,  or  to  commence  appropriate  judicial 
proceedings  by  action,  suit  or  otherwise,  as  the  Trustee  shall 
deem  most  expedient  in  the  interest  of  the  holders  of  the 
bonds  hereby  secured  ; but,  anything  in  this  Indenture  con- 
tained to  the  contrary  notwithstanding,  the  holders  of  seventy- 
five  per  cent,  in  amount  of  the  bonds  hereby  secured  and  out- 
standing, shall  have  the  right  from  time  to  time,  if  they  so  elect 
and  manifest  such  election  by  an  instrument  in  writing  ex- 
ecuted and  delivered  to  the  Trustee,  to  direct  and  control  the 
method  and  place  of  conducting  any  and  all  proceedings  for 
any  sale  of  the  premises  hereby  conveyed  and  mortgaged,  or 
for  the  foreclosure  of  this  Indenture,  or  for  the  appointment 
of  a receiver,  or  any  other  action  or  proceeding  hereunder. 
However,  nothing  herein  contained  shall  be  construed  as 
requiring  any  direction  or  action  on  the  part  of  bondholders  to 
enable  the  Trustee  to  act  in  its  discretion  in  any  case  where 
such  action  by  bondholders  is  not  herein  expressly  required. 

Trustee  may  SECTION  13.  Ill  case  default  shall  be  made  in  the  payment 

ment^foi^bene- of  any  interest  on  any  bond  hereby  secured,  or  in  case 

fit  of  bond- 
holders. default  shall  be  made  in  the  payment  of  the  principal  of  any 

such  bond  when  the  same  shall  become  payable,  whether  at 

the  maturity  of  said  bonds,  or  by  declaration  as  authorized  by 

this  Indenture,  or  by  a sale  of  the  mortgaged  premises  as 

hereinbefore  provided,  then,  upon  demand  of  the  Trustee,  the 

Railroad  Company  agrees  and  covenants  that  it  will  pay  to 

the  Trustee,  for  the  benefit  of  the  holders  of  the  bonds  and 

coupons  hereby  secured  then  outstanding,  the  whole  amount 

which  shall  then  be  due  and  payable  on  all  such  bonds 

and  coupons  for  principal  or  interest  or  both,  as  the  case 

may  be,  with  interest  upon  the  overdue  principal  and  in- 


67 


stallments  of  interest  ; and,  in  case  the  Kailroad  Com- 
pany shall  fail  to  pay  the  same  forthwith  upon  such  de- 
mand, the  Trustee,  in  its  own  name  and  as  trustee  of  an 
express  trust,  shall  be  entitled  to  recover  judgment  for  the 
whole  amount  so  due  and  unpaid.  The  Trustee  shall  be  en- 
titled to  recover  judgment  as  aforesaid  before  or  after  or 
during  the  pendency  of  any  proceeding  for  the  enforcement  of 
the  lien  of  this  Indenture  upon  the  mortgaged  premises,  and 
the  right  of  the  Trustee  to  recover  such  judgment  shall  not 
be  affected  by  any  entry  or  sale  hereunder,  or  by  the  exercise  of 
any  other  right,  power  or  remedy  for  the  enforcement  of  the 
provisions  of  this  Indenture,  or  by  the  foreclosure  of  the  lien 
thereof  ; and  in  case  of  a sale  of  the  mortgaged  premises  and 
of  the  application  of  the  proceeds  of  sale  to  the  payment  of  the 
mortgage  debt,  the  Trustee,  in  its  own  name  and  as  trustee 
of  an  express  trust,  shall  be  entitled  to  receive  and  to  enforce 
payment  of  any  and  all  deficiency  or  amounts  then  remaining 
due  and  unpaid  upon  any  and  all  of  the  bonds  issued  here- 
under and  then  oustanding,  for  the  benefit  of  the  holders 
thereof,  and  shall  be  entitled  to  recover  judgment  for  any  por- 
tion of  the  mortgage  debt  remaining  unpaid,  with  interest.  No 
recovery  of  any  judgment  by  the  Trustee  and  no  levy  of  any 
execution  under  any  such  judgment  upon  property  subject  to 
the  lien  of  this  Indenture,  or  upon  any  other  property,  shall 
in  any  manner,  or  to  any  extent,  affect  or  impair  the  lien  of  the 
Trustee  upon  the  mortgaged  property  or  any  part  thereof,  or 
any  rights,  powers,  or  remedies  of  the  Trustee  hereunder, 
or  any  rights,  powers,  or  remedies  of  the  holders  of  the 
bonds  hereby  secured,  but  such  lien,  rights,  powers  and 
remedies  shall  continue  unaffected  and  unimpaired  as  before. 
Any  moneys  thus  recovered  or  collected  by  the  Trustee  under 
this  Article,  less  the  cost  and  expenses  of  collection  and  the 
reasonable  compensation  of  the  Trustee,  shall  be  applied  by 
the  Trustee  towards  payment  to  the  holders  of  such  bonds 
and  coupons  of  the  amounts  due  and  unpaid  upon  such  bonds 


68 


The  Kallroad 
Co.  may  vol- 
untarily sur- 
render to  the 
Trustee  the 
mortgaged 
property. 


and  coupons  respectively,  such  payment  in  every  instance  to 
be  made  ratably  and  without  any  preference  or  priority  upon 
presentation  of  the  respective  bonds  and  coupons  and  endorse- 
ment of  such  payment  thereon,  if  partly  paid,  or  upon  cancel- 
lation thereof,  if  paid  in  full. 

Section  14.  The  Railroad  Company,  at  any  time  before 
full  payment  of  the  bonds  secured  hereby  and  whenever  it 
shall  deem  it  expedient  for  the  better  protection  and  security 
of  such  bonds,  although  there  be  then  no  default  entitling  the 
Trustee  to  enter  into  possession,  may,  with  the  consent  of 
the  Trustee,  surrender  and  deliver  to  the  Trustee  full  pos- 
session of  the  whole  or  any  part  of  the  property,  premises  and 
interests  hereby  conveyed,  or  intended  so  to  be,  for  any  period 
fixed  or  indefinite.  Upon  such  surrender  and  delivery  to  the 
Trustee,  with  its  consent,  the  Trustee  shall  enter  into  and 
upon  the  premises  so  surrendered  and  delivered  and  shall 
take  and  receive  possession  thereof,  for  such  period  fixed  or 
indefinite,  as  aforesaid,  without  prejudice,  however,  to  its 
right  at  any  time  subsequently,  when  entitled  thereto  by  any 
provision  hereof,  to  insist  upon  and  to  maintain  such  pos- 
session, though  beyond  the  expiration  of  any  prescribed 
period.  Upon  any  such  voluntary  surrender  and  delivery  of 
said  property  and  premises,  or  any  part  thereof,  the  Trustee, 
from  the  time  of  its  entry,  shall  work,  maintain,  use,  manage, 
control  and  employ  the  same  in  accordance  with  the  pro- 
visions of  this  indenture,  and  shall  receive  and  apply  the 
income  and  revenues  thereof  as  provided  in  Section  1 of  this 
Article. 


Article  Seventh. 


POWER  TO  RELEASE. 

upo?requesc  Upon  the  written  request  of  the  Railroad  Company,  ap- 

or  the  Railroad  ^ , 

anyreail)^  proved  by  resolution  of  its  Board  of  Directors  or  Execu- 

subjLWffi  tive  Committee,  the  Trustee  shall,  from  time  to  time 

Indenture, 

except  bonds,  release  from  the  lien  and  operation  of  this  Indenture  any 
or  other  obliga-  ^ 

omock' part  of  the  real  estate  and  other  property  hereby  conveyed  and 


69 


mortgaged  (but  nothing  in  this  Article  contained  shall  be  con- 
strued as  authorizing  any  release  of  any  bonds,  or  other  obli- 
gations or  shares  of  stock)  ; provided,  that  no  part  of  the  lines  Proviso, 
of  track  or  of  the  rights  of  way  shall  be  released  unless  the 
same  shall  no  longer  be  of  use  in  the  operation  of  the  mort- 
gaged railroads,  and  that  no  part  of  such  lines  of  track  or 
rights  of  way  shall  be  so  released  if  thereby  the  continuity  of 
the  railroads  hereby  mortgaged  shall  be  broken  ; and  provided,  proviso. 
further,  that  no  part  of  the  mortgaged  premises  or  property 
shall  be  released  hereunder  unless  at  the  time  of  such  release 
It  shall  no  longer  be  necessary  or  expedient  to  retain  the  same 
for  the  operation,  maintenance  or  use  of  the  remaining  rail- 
roads and  property  or  for  use  in  conducting  the  business 
thereof,  and  no  such  release  shall  be  made  unless  the  Railroad 
Company  shall  have  contracted  to  sell  the  property  so  to  be 
released,  or  shall  have  contracted  to  exchange  the  same  for 
other  property. 

The  proceeds  of  any  and  all  such  sales  and  all  moneys  proceeds  of 

received  as  compensation  for  any  property  subiect  to  this  In-passfntone- 
^ ^ ./  1 X-  j j ^ ^ velopment  and 

denture  taken  by  exercise  of  the  power  of  eminent  domain  p^Sd 
shall  be  paid  to  the  Trustee  to  be  by  it  held  and  paid  over 
as  part  of  the  Development  and  Equipment  Fund  under 
Article  Fifth  of  this  Indenture  in  the  manner  and  for  the 
purposes  therein  mentioned.  Any  new  property  acquired  by 
the  Railroad  Company  by  exchange  or  purchase,  to  take  the  New  property 

^ ox  ^ subject 

place  of  any  property  released  hereunder  shall  forthwith  become 
subject  to  the  lien  of  this  Indenture  as  fully  as  if  specifically 
mortgaged  hereby  and  without  further  conveyance  ; but,  if  re- 
quested by  the  Trustee,  the  Railroad  Company  shall  convey 
the  same  to  the  Trustee  by  appropriate  deeds  upon  the 
trusts  and  for  the  purposes  of  this  Indenture. 

The  Railroad  Company  from  time  to  time,  may  make  changes  m 

. . . , . . leases  and 

changes  or  alterations  in  or  substitutions  of  any  and  all 

leases,  trackage  rights  or  contracts ; but  in  such  event  any 

modified,  altered  or  substituted  leases,  contracts  or  trackage 


70 


Proviso. 


Railroad  Com- 
pany, In  pos- 
session may 
remove  old, 
and  substitute 
new,  equip- 
ment. 


rights  shall  forthwith  become  bound  by  and  be  subject  to  the 
terms  of  this  indenture  to  the  same  extent  and  in  the  same 
manner  as  those  previously  existing  ; 

Provided,  however,  that  no  lease  made  for  a term  of  ten 
years  or  upwards  and  no  lease  of  or  trackage  contract  over 
any  railroad  which  forms  with  the  railroad  of  the  Eailroad 
Company  and  any  other  line  leased  by  it  or  owned  or  leased  by 
any  other  company  at  least  a majority  of  whose  capital  stock 
shall  be  subject  to  the  lieu  of  this  Indenture,  shall  be  so  mod- 
ified as  to  deprive  the  Railroad  Company  of  the  right  to  run 
its  traflic  over  such  leased  line,  unless  the  Railroad  Com- 
pany shall  have  constructed  or  acquired  by  lease  or  otherwise 
another  line  between  the  same  terminal  points  which  is  equally 
advantageous  to  it,  proof  of  which  facts  shall  be  made  to  the 
Trustee  by  the  sworn  written  statement  of  the  President  and 
Chief  Engineer  of  the  Railroad  Company. 

The  Railroad  Company,  while  in  possession  of  the 
mortgaged  premises,  shall  also  have  full  power,  from  time 
to  time,  in  its  discretion,  to  dispose  of  any  of  the  rails, 
equipment,  machinery,  tools,  implements,  materials  and  sup- 
plies at  any  time  held  subject  to  the  lien  hereof,  which  may 
have  become  unsuitable  or  unnecessary  for  such  use,  replacing 
the  same  by  new  rails,  equipment,  machinery,  tools,  imple- 
ments, materials  or  supplies,  which  shall  become  subject 
to  this  indenture. 

In  case  the  mortgaged  premises  shall  be  in  the  possession 
of  a receiver  lawfully  appointed,  the  powers  in  and  by  this 
Article  conferred  upon  the  Railroad  Company  may  be  exer- 
cised by  such  receiver ; and  if  the  Trustee  shall  be  in  posses- 
sion of  the  mortgaged  premises  under  any  provision  of  this 
Indenture,  then  all  the  powers  by  this  Article  conferred  upon 
the  Railroad  Company  may  be  exercised  by  the  Trustee  in  its 
discretion. 

A certificate  signed  by  the  President  or  a Vice-President  of 
the  Railroad  Company  shall  be  received  by  the  Trustee  as  con- 


71 


elusive  evidence  of  any  of  the  facts  mentioned  in  this  Article, 
and  shall  be  full  warrant  and  protection  to  the  Trustee  for 
its  action  on  the  faith  thereof. 

Article  eighth. 

PROTECTION  OF  TRUSTEE. 

The  Trustee  shall  not  be  under  any  obligation  to  take  any  Not  owiged  to 

act  unless  in- 
action towards  the  execution  or  enforcement  of  the  trusts 

hereby  created  which  in  its  opinion  will  be  likely  to  involve 
it  in  expense  or  liability,  unless  one  or  more  of  the  holders  of 
the  bonds  hereby  secured  shall,  as  often  as  required  by  the  Trus- 
tee, furnish  it  reasonable  security  and  indemnity  against 
such  expense  or  liability  ; nor  shall  the  Trustee  be  required 
to  take  notice  of  any  default  hereunder  unless  notified  in 
writing  of  such  default  by  the  holders  of  at  least  five  per  cent, 
in  amount  of  the  bonds  hereby  secured  then  outstanding,  or  to 
take  any  action  in  respect  of  any  default  unless  requested  to 
take  action  in  respect  thereof  by  a writing  signed  by  the  hold- 
ers of  not  less  than  twenty-five  per  cent,  in  amount  of  the 
bonds  hereby  secured  then  outstanding  and  tendered  reason- 
able security  and  indemnity  as  aforesaid,  anything  herein  con- 
tained to  the  contrary  notwithstanding ; but  the  foregoing 
provisions  of  this  Section  are  intended  only  for  the  protection 
of  the  Trustee  and  shall  not  be  construed  to  limit  or  affect 
any  discretion  or  power  by  any  provision  of  this  Indenture 
given  to  the  Trustee  to  determine  whether  or  not  it  shall  take 
action  in  respect  of  such  default,  or  any  power  or  discretion  of 
the  Trustee  to  take  action  in  respect  of  any  default  without 
such  notice  or  request  from  bondholders. 

In  any  case  where  it  shall  be  provided  in  this  Indenture  May  require 

additional 

that  the  Trustee  may  accept  a certificate,  from  the  Railroad  evidence. 
Company  or  any  of  its  officers,  or  the  resolution  of  the  Board 
of  Directors  of  the  Railroad  Company  as  sufficient  evidence 
of  any  fact  upon  which  the  Trustee  shall  be  required  or  per- 
mitted to  take  or  refrain  from  taking  action,  the  Trustee  shall 


72 


Compen- 

sation. 


To  be  paid  by 
the  Railroad 
Co. 


Trustee  not 
liable  for 
faults  of 
agents. 


Covenant 
by  Railroad 
Co.  to  record 
tbls  indenture. 


not  be  bound  absolutely  by  such  certificate  or  resolution,  but 
may,  in  its  discretion  and  at  its  option,  make  any  independent 
iuvestigation  into  the  truth  or  accuracy  of  any  such  fact ; 
and  in  case  it  shall  after  such  independent  investigation  be 
satisfied  that  the  said  certificate  or  resolution  or  any  fact  con- 
tained therein  is  inaccurate,  the  Trustee  may,  in  its  discretion, 
take  or  refuse  to  take  or  refrain  from  taking  action  predicated 
upon  such  fact.  Nothing  in  this  section  contained  shall,  how- 
ever, take  from  the  Trustee  the  absolute  protection  herein 
conferred  upon  it  in  case  it  shall  accept,  without  further 
investigation,  the  conclusiveness  of  any  such  certificate  or 
resolution. 

The  Trustee  shall  be  entitled  to  reasonable  compensation 
for  all  services  rendered  by  it  in  the  execution  of  the  trusts 
hereby  created,  which  compensation,  as  well  as  all  its  reason- 
able expenses  necessarily  incurred  and  actually  disbursed 
hereunder,  the  Railroad  Company  agrees  to  pay,  and  the 
Trustee  shall  have  a lien,  prior  to  the  lien  of  this  Indenture 
upon  the  property  hereby  mortgaged,  for  the  payment  of  its 
compensation  and  reasonable  expenses  incurred  hereunder. 
The  Trustee  shall  not  be  answerable  for  the  default  or  miscon- 
duct of  any  agent,  attorney  or  employee  appointed  by  it  in  pur- 
suance hereof,  if  such  agent  or  attorney  shall  have  been  selected 
with  reasonable  care,  nor  shall  the  Trustee  be  liable  for  any- 
thing whatever  in  connection  with  this  trust,  except  for 
its  willful  misconduct  or  gross  negligence.  The  Trustee 
shall  not  be  responsible  for  the  filing  or  recording  of  this 
Indenture,  but  the  Railroad  Company  covenants  that  it  will 
with  all  convenient  speed  cause  the  same  to  be  recorded. 
While  the  Trustee  shall  be  protected  in  all  cases  for  all  acts 
done  in  good  faith  under  or  in  compliance  with,  and  in  reliance 
upon,  the  resolutions  of  the  Railroad  Company  or  the 
certificates  or  verified  certificates  of  its  officers  in  any  part  of 
this  Indenture  provided,  yet  it  may  in  any  case,  in  its  discre- 
tion require  from  the  said  Railroad  Company  or  officers  other 


73 


reasonable  evidence  of  the  facts  set  forth  in  such  resolutions 
or  certificates.  The  Teustee  shall  not  be  personally  liable  for  Trustee  not 

personally 

any  debts  contracted  by  it,  or  for  damages  to  persons  ^eMs  ^dam- 
property  carried  or  injured,  or  for  salaries  or  nonfulfilment 
contracts  daring  any  period  wherein  the  Trustee  shall  manage 
the  trust  property  or  premises  under  or  pursuant  to  any  pro- 
vision of  this  Indenture. 

Article  Ninth. 

RIGHT  OF  ACTION  BY  BONDHOLDER. 

No  holder  of  any  bond  or  coupon  hereby  secured  shall  have 
any  right  to  institute  any  suit,  action  or  proceeding  at  law  or 
in  equity  upon  or  in  respect  of  this  Indenture,  or  for  the  exe- 
cution of  any  trust  or  power  thereof,  or  for  the  appointment  of 
a receiver,  or  for  any  other  remedy  under  or  upon  this  In- 
denture, unless  such  holder  shall  previously  have  given  to  the 
Trustee  written  notice  of  any  existing  default  and  of  the  con- 
tinuance thereof  as  hereinbefore  provided ; nor  unless  also  the 
holders  of  twenty-five  per  cent,  in  amount  of  the  bonds  hereby 
secured  then  outstanding  shall  have  made  written  request  upon 
the  Trustee  and  shall  have  afforded  to  it  reasonable 
opportunity  itself  to  proceed  to  exercise  the  powers  herein- 
before granted,  or  to  institute  such  action,  suit  or  proceeding 
in  its  own  name ; nor  unless,  also,  such  holder  or  holders 
shall  have  offered  to  the  Trustee  reasonable  security  and 
indemnity  against  the  costs,  expenses  and  liabilities  to  be 
incurred  therein  or  thereby ; and  such  notification,  request 
and  ofifer  of  indemnity  are  hereby  declared,  in  every 
such  case,  at  the  option  of  the  Trustee,  to  be  conditions  pre- 
cedent to  any  action  or  cause  of  action  for  foreclosure  or  for 
the  appointment  of  a receiver,  and  to  the  institution  of  any 
such  suit,  action  or  proceeding  and  to  any  other  remedy  here- 
under; it  being  understood  and  intended  that  no  one  or  more 
holders  of  bonds  or  coupons  shall  have  any  right  in  any 
manner  whatever  to  affect,  disturb  or  prejudice  the  lien  of 
this  Indenture  by  his  or  their  action,  or  to  enforce  any  right 


74 


hereunder,  except  in  the  manner  herein  provided,  and  that  all 
proceedings  hereunder  at  law  or  in  equity  shall  be  instituted, 
had  and  maintained  in  the  manner  herein  provided  and  for 
the  equal  benefit  of  all  holders  of  such  outstanding  bonds  and 
coupons. 

Article  Tenth. 


RESIGNATION  OR  REMOVAL  OF  TRUSTEE. 


Must  publish 
written  notice 


The  Trustee,  or  any  trustee  hereafter  appointed,  may 

resign  and  be  discharged  from  the  trusts  created  by  this 

Indenture,  by  delivering  to  the  Kailroad  Company  written 

notice  thereof  addressed  to  the  bondholders  and  the  Kailroad 

Company  and  by  publishing  such  notice  at  least  twice  a w^eek 

of  resignation.  successive  weeks  in  one  newspaper  published  in 

Baltimore,  Maryland,  and  one  newspaper  published  in  New 

York  City,  New  York,  and  by  due  execution  of  the  instruments 

herein  required.  The  Trustee  may  be  removed  at  any  time 

by  an  instrument  in  writing  under  the  hands  of  the  holders 

of  a majority  in  amount  of  the  bonds  hereby  secured  and  then 

Provisions  for  outstanding  : but  no  such  removal  shall  be  made  before  default 
removal  of 

Trustee.  hereunder  without  the  written  consent  of  the  Railroad 
Company. 

In  case  at  any  time  the  Trustee  shall  resign  or  be 

Appointment  removed  or  otherwise  become  incapable  of  acting,  a suc- 
of  new  Trustee.  ^ ° 


Railroad  Co. 
may  make 
appointment 
pro  tern. 


cessor  Trustee  qualified  as  hereinafter  stated,  may  be 
appointed  by  the  holders  of  a majority  in  amount  of  the 
bonds  hereby  secured  then  outstanding,  by  an  instrument 
or  concurrent  instruments  or  counterparts  signed  by  such 
bondholders  or  their  agents  duly  authorized  ; 'provided^  never- 
theless, and  it  is  hereby  agreed  and  declared  that  in  case 
at  any  time  neither  the  present  Trustee  nor  any  suc- 
cessor Trustee  shall  be  in  office  hereunder,  the  Rail- 
road Company  may,  by  an  instrument  executed  by  order 
of  its  Board  of  Directors,  appoint  a trust  company  (Avhich 
shall  be  qualified  as  hereafter  stated)  to  fill  such 
vacancy  until  a new  Trustee  shall  be  appointed  by 


75 


the  bondholders.  The  Eailroad  Company  thereupon  shall 
publish  notice  of  such  appointment  once  a week  for  four 
successive  weeks  in  a newspaper  published  in  Baltimore,  Mary- 
land, and  a newspaper  published  in  New  York  City,  New  York  ; 
and  any  new  Trustee  so  appointed  shall  immediately  and 
without  further  act  be  superseded  by  a Trustee  appointed,  in 
the  manner  above  provided,  by  the  holders  of  a majority  in 
amount  of  the  bonds  hereby  secured,  if  so  appointed  within 
one  year  after  the  first  publication  of  such  last-mentioned 
notice. 

Every  Trustee  appointed  hereunder  shall  always  be  a trust 
company  in  good  standing  doing  business  in  the  City  of  New 
York,  or  in  the  City  of  Baltimore,  if  there  be  such  a trust 
company  willing,  able  and  qualified  to  accept  the  trust  upon 
reasonable  or  customary  terms,  and  all  the  rights,  powers  and 
duties  by  this  Indenture  vested  in  the  Trustee  shall  be 
vested  in  such  successor  trustee,  and  every  provision  of  this 
Indenture  applicable  to  the  Trustee  shall  apply  equally  to  such 
successor  trustee. 

Any  new  Trustee  appointed  hereunder  shall  execute, 
acknowledge  and  deliver  to  the  Railroad  Company  an  instru- 
ment accepting  such  appointment  hereunder,  and  thereupon 
such  new  Trustee  without  any  further  act,  deed  or  convey- 
ance, shall  become  vested  with  all  the  estates,  properties, 
rights,  powers  and  trusts  of  its  predecessor  in  the  trust  here- 
under with  like  effect  as  if  originally  named  as  Trustee  herein  ; 
but  the  Trustee  ceasing  to  act  shall,  nevertheless,  on  the 
written  demand  of  the  new  Trustee,  execute  and  deliver  an 
instrument  conveying  and  transferring  to  such  new  Trustee 
upon  the  trusts  herein  expressed,  all  the  estates,  properties 
rights,  powers  and  trusts  of  the  Trustee  so  resigning  or  re- 
moved, and  shall  duly  assign,  transfer  and  deliver  all  property 
and  moneys  held  by  such  Trustee  to  the  new  Trustee  so  ap- 
pointed in  its  place ; and,  upon  request  of  any  such  new 
Trustee,  the  Railroad  Company  shall  make,  execute,  acknowl- 


Qualification 
of  Trustee. 


Instruments 
to  be  executed 
by  entering 
and  retiring 
Trustees. 


76 


edge  and  deliver  any  and  all  deeds,  conveyances,  or  instru- 
ments in  writing  necessary  for  more  fully  and  certainly  vest- 
ing in  and  confirming  to  such  new  Trustee  all  such  estates, 
properties  rights,  powers,  trusts  and  duties. 


Article  £leventh. 


RIGHT  OF  RAILROAD  COMPANY  TO  POSSESSION. 


uiglit  of  pos- 
session until 
flefault. 


(.ajvenanl  to 
pay  Interest 
and  principal 
of  bouds  from 
Income. 


Until  some  default  shall  have  been  made  in  the  due  and 
punctual  payment  of  the  interest  or  of  the  principal  of  the 
bonds  hereby  secured,  or  of  some  part  of  such  interest  or  prin- 
cipal, or  in  the  clue  and  punctual  performance  and  observance 
of  some  covenant  or  condition  hereof  obligatory  upon  the 
Railroad  Company,  and  such  default  shall  have  continued 
beyond  the  period  of  grace,  if  any,  herein  provided  in  respect 
thereof,  the  Railroad  Company,  its  successors  and  assigns 
shall  be  suffered  and  permitted  to  retain  actual  possession  of 
the  railroad  premises  hereby  mortgaged,  and  to  manage,  operate 
and  use  the  same  and  every  part  thereof,  with  the  rights  and 
franchises  appertaining  thereto,  and  to  collect,  receive  and 
take  the  tolls,  earnings,  rents,  issues,  profits  and  other  income 
thereof  ; but  the  Railroad  Company  hereby  covenants  and 
agrees  to  first  pay  from  such  income,  after  paying  the  operat- 
ing expenses  of  said  railroads  and  the  taxes  thereon,  the  inter- 
est accruing  and  maturing  upon  the  bonds  issued  hereunder  ; 
and  such  income,  after  paying  the  operating  expenses  of  said 
railroads,  shall,  either  before  or  after  default,  and  whether 
said  railroads  are  operated  by  the  Railroad  Company,  or  by  the 
Trustee  under  the  power  of  entry  hereinbefore  reserved,  or  by 
a receiver  or  receivers  appointed  by  any  court  at  the  instance 
of  the  Railroad  Company  or  of  any  creditor,  stockholder  or 
other  person  interested  in  said  Company  or  having  the  right 
to  apply  for  such  appointment,  be  primarily  pledged  and  ap- 
plied to  the  payment  of  the  interest  and  principal  of  said 
bonds  in  the  order  of  priority  declared  in  Section  1 of  Article 
Sixth  hereof. 


77 


Article  Twelfth. 

DISCHARGE  OF  MORTGAGE. 

If,  when  the  bonds  hereby  secured  shall  have  become  due  payment  of 

principal  and 

and  payable,  the  Eailroad  Company  shall  well  and  truly  interest  of 

C J ^ J Ponds  to  dls- 

pay  or  cause  to  be  paid  the  whole  amount  of  the  principal 
moneys  and  interest  due  upon  all  of  the  bonds  hereby  se- 
cured and  outstanding,  or  shall  provide  for  such  payment  by 
depositing  with  the  Trustee  hereunder,  for  the  payment  of 
such  bonds,  the  entire  amount  due  and  to  become  due  there- 
on for  principal  and  interest,  and  shall  also  pay  or  cause  to  be 
paid  all  other  sums  payable  hereunder,  and  shall  well  and 
truly  keep,  perform  and  observe  all  the  things  herein  required 
to  be  kept,  performed  and  observed  by  it  according  to  the 
true  intent  and  meaning  of  this  Indenture,  then  and  in  that 
case  all  property,  rights  and  interest  hereby  conveyed  shall 
revert  to  the  Railroad  Company,  or  to  whomever  may  be 
entitled  thereto,  and  the  estate,  right,  title  and  interest  of  the 
Trustee  therein  shall  thereupon  cease,  determine  and  become 
void  ; and  the  Trustee  shall,  in  such  case,  on  demand  of  the 
Railroad  Company,  and  at  its  cost  and  expense,  enter  satisfac- 
tion and  discharge  of  this  Indenture  upon  the  records. 

Article  Thirteenth. 

authenticity  of  instruments  executed  by  bondholders. 

Any  request  or  other  instrument  required  by  this  In- 
denture to  be  signed  or  executed  by  bondholders  may  be  in  any 
number  of  documents  of  similar  tenor,  and  may  be  signed  or 
executed  by  such  bondholders  in  person,  or  by  agent  or  attor- 
ney appointed  in  writing.  Proof  of  the  execution  of  such  a 
request  or  other  instrument,  or  of  a writing  appointing  any 
such  agent  or  attorney,  and  of  the  holding  by  any  person  of 
coupon  bonds  transferable  by  delivery,  shall  be  suflScient  for 
any  purpose  of  this  Indenture  and  shall  be  conclusive  in  favor 
of  the  Trustee  with  regard  to  any  action  taken 


78 


by  it  under  such  request  or  other  instrument,  if  made  in 
the  following  manner,  viz. : (1)  the  fact  and  date  of  the  execu- 
tion by  any  person  of  any  such  request,  or  other  instrument,  or 
writing  may  be  proved  by  the  certificate  of  any  notary  public 
or  other  officer  authorized  to  take  acknowledgments  of  deeds 
to  be  recorded  in  any  State  within  the  United  States,  certify- 
ing that  the  person  signing  such  request  or  other  instrument 
acknowledged  to  him  the  execution  thereof ; or  by  the  affidavit 
of  a witness  to  such  execution,  duly  sworn  to  before  any  such 
notary  public  or  other  officer.  (2)  The  amount  of  coupon 
bonds  transferable  by  delivery  held  by  any  person  executing 
any  such  request  or  other  instrument  as  a bondholder,  and  the 
amounts  and  issue  numbers  of  the  bonds  held  by  such  person 
and  the  date  of  his  holding  the  same,  may  be  proved  by  a 
certificate  executed  by  any  trust  company,  bank  or  other  de- 
positary (wherever  situated)  whose  certificate  shall  be  deemed 
by  the  Trustee  to  be  satisfactory,  showing  that  such  person 
had  on  deposit  with  such  depositary  or  exhibited  to  it  the 
bonds  described  in  such  certificate  at  the  date  therein  men- 
tioned. (3)  The  ownership  of  registered  bonds  shall  be  proved 
by  the  books  for  the  registry  of  such  bonds  under  Section  5 of 
Article  Third  hereof. 


Article  Fourteenth. 


STATUS  OF  BONDHOLDERS. 


Ownership  of 
coupon  bonds. 


The  Railroad  Company  and  the  Trustee  may  deem  and 
treat  the  bearer  of  any  coupon  bond  hereby  secured,  which 
shall  not  at  the  time  be  registered  as  hereinbefore  authorized, 
and  the  bearer  of  any  coupon  for  interest  on  any  such  bond, 
whether  such  bond  shall  be  registered  or  not,  as  the  absolute 
owner  of  such  bond  or  coupon,  as  the  case  may  be,  for  the 
purpose  of  receiving  payment  thereof  and  for  all  other  pur- 
poses ; and  neither  the  Railroad  Company  nor  the  Trustee 
shall  be  affected  by  any  notice  to  the  contrary. 


79 


The  Railroad  Company  and  the  Trustee  may  deem  and  ownership  oi 

“ registered 

treat  the  person  in  whose  name  any  registered  bond  without 
coupons,  issued  hereunder,  shall  be  registered  upon  the  books 
of  the  Railroad  Company  as  hereinbefore  provided,  as  the 
absolute  owner  of  such  bond  for  the  purpose  of  receiving  pay- 
ment of,  or  on  account  of,  tlie  principal  and  interest  of  such 
bond,  and  for  all  other  purposes,  and  may  deem  and  treat  the 
person  in  whose  name  any  coupon  bond  shall  be  so  registered 
as  the  absolute  owner  thereof  for  the  purpose  of  receiving  pay- 
ment of,  or  on  account  of  the  principal  thereof,  and  for  all 
other  purposes  except  to  receive  payment  of  interest  repre- 
sented by  outstanding  coupons  ; and  all  such  payments  so 
made  to  such  registered  holder,  for  the  time  being,  or  upon 
his  order,  shall  be  valid  and  effectual  to  satisfy  and  discharge 
the  liability  upon  such  bond  to  the  extent  of  the  sum  or  sums 
so  paid. 

Article  Fifteenth. 

LIABILITY  OF  STOCKHOLDERS,  OFFICERS  AND  DIRECTORS. 

No  recourse  under  any  obligation,  covenant  or  agree- Bondholders 

° ® have  no 

ment  of  this  Indenture,  or  of  any  bond  or  coupon  hereby 

secured,  shall  be  had  against  any  incorporator,  stockholder,  officers  or 

Directors. 

officer  or  director  of  the  Railroad  Company,  or  of  any  successor 
corporation,  either  directly  or  through  the  Railroad  Company, 
by  the  enforcement  of  any  assessment  or  by  any  legal  or  equi- 
table proceeding  or  by  virtue  of  any  statute  or  otherwise  ; it 
being  expressly  agreed  and  understood  that  this  mortgage  and 
the  obligations  hereby  secured  are  solely  corporate  obligations 
and  that  no  personal  liability  whatever  shall  attach  to,  or  be 
incurred  by  the  incorporators,  stockholders,  officers  or  direct- 
ors of  the  Railroad  Company,  or  of  any  successor  corporation, 
or  any  of  them,  under  or  by  reason  of  any  of  the  obligations, 
covenants  or  agreements  contained  in  this  Indenture,  or  in  any 
of  the  bonds  or  coupons  hereby  secured,  or  implied  therefrom, 
and  that  any  and  all  personal  liability,  either  at  common  law  or 
in  equity,  or  by  statute,  of  every  such  incorporator,  stock- 


80 


holder,  officer  or  director,  is  hereby  expressly  waived  as  a con- 
dition of,  and  consideration  for,  the  execution  and  issue  of  this 
mortgage  and  such  bonds  and  coupons. 


Article  Sixteentli. 

trustee’s  acceptance  of  trusts. 


Acceptance. 


Dennltlon  of 
terms. 


Successors  and 
Assigns  of  tlie 
Railroad  Co. 
bound. 


Appointment 
of  attorney 
by  the  Rail- 
road Co. 


Appointment 
of  attorney  by 
tlie  Trustee, 


The  party  hereto  of  the  second  part,  hereby  accepts  the 
trusts  in  this  Indenture  declared  and  provided,  and  agrees  to 
perform  the  same  upon  the  terms  and  conditions  hereinbefore 
set  forth.  Except  when  otherwise  indicated,  the  words  “ the 
Trustee,”  or  “ said  Trustee,”  or  any  other  equivalent  term,  as 
used  in  this  Indenture,  shall  be  held  and  construed  to  mean 
the  Trustee  for  the  time  being,  and  the  words  “ bond,”  “ bond- 
holder,” and  “ holder  ” shall  include  the  plural  as  well  as  the 
singular  number. 

All  the  covenants,  agreements,  stipulations  and  provisions 
in  this  Indenture  contained,  by  or  relating  to  the  Railroad 
Company,  shall  bind  and  relate  to  its  successors  and  assigns, 
whether  so  expressed  or  not  ; and  every  successor  corporation 
which  shall  be  lawfully  vested  with  the  ownership  of  the  prop- 
erty subject  to  this  Indenture  shall  possess  and  may  exercise 
each  and  every  right  and  power  hereunder  of  the  Railroad 
Company. 

The  Railroad  Company  doth  by  these  presents  constitute 
and  appoint  Fairfax  S.  Landstreet  its  true  and  lawful  attorney 
in  fact  in  its  name  and  on  its  behalf  to  appear  before  any 
officer  of  the  State  of  Maryland  competent  to  take  the  ac- 
knowledgment of  deeds  and  acknowledge  these  presents  as  the 
act  and  deed  of  the  said  Railroad  Company,  to  the  end  that 
the  same  may  be  duly  recorded. 

And  the  Trustee  doth  in  like  manner  constitute  and  appoint 
Guy  Richards  its  true  and  lawful  attorney  in  fact  in  its  name 
and  behalf  to  appear  before  any  officer  of  the  State  of  Mary- 
land competent  to  take  acknowledgment  of  deeds  and  acknowl- 
edge these  presents  as  the  act  and  deed  of  the  said  Trustee 
to  the  end  that  the  same  may  be  duly  recorded. 


81 


y 

In  order  to  facilitate  the  recording  of  this  Indenture,  the 
same  may  be  simultaneously  executed  in  six  counterparts, 
each  of  which  so  executed  shall  be  deemed  to  be  an  original, 
and  such  counterparts  shall  together  constitute  but  one  and 
the  same  instrument. 

In  witxtjess  wheiejecrf , the  parties  hereto  have  duly  caused 
these  presents  to  be  signed  by  their  respective  Presidents  or 
Vice-Presidents  and  their  respective  corporate  seals  to  be 
hereto  affixed,  attested  by  their  respective  Secretaries  or  As- 
sistant Secretaries,  as  of  the  day  and  year  first  above  written. 
Western  Maryland  Bail  Eoad  Company, 

By 

Winslow  S.  Pierce, 

President. 

Attest : 

[Seal.]  J.  T.  M.  Barnes, 

Secretary. 

The  Mercantile  Trust  Company, 

By 

H.  C.  Deming, 

Vice-President. 

Attest  : 

[Seal.]  J.  D.  Ostrander, 

Assistant  Secretary. 

Signed,  sealed  and  delivered  on  behalf'i 
of  the  Western  Maryland  Rail  Road> 

Company  in  the  presence  of  ) 

Lawrence  Greer, 

Chas.  Edgar  Mills. 

Signed,  sealed  and  delivered  on  behalf^ 
of  the  Mercantile  Trust  Company  in  > 
the  presence  of  ) 

Charles  Edgar  Mills, 

B.  W.  Jones. 


Execution  In 
counterpart. 


82 


State  of  New  York,  ) 

> ss. 

City  and  County  of  New  York,  S 

I hereby  certify  that  on  this  17th  day  of  October, 
Nineteen  hundred  and  two,  there  personally  appeared  before 
me,  Chas.  Edgar  Mills,  a Notary  Public  in  and  for  the  County 
and  State  of  New  York,  and  a Commissioner  of  Deeds  for  the 
State  of  Maryland,  in  New  York,  duly  appointed,  commissioned 
and  qualified,  and  residing  in  the  City  of  New  York  afore- 
said Fairfax  S.  Landstreet,  Attorney  of  the  Western  Mary- 
land Kail  Road  Company,  named  in  the  foregoing  Instru- 
ment, and  by  virtue  of  and  in  pursuance  of  the  power  and  au- 
thority conferred  upon  him,  he  did  on  behalf  of  said  Western 
Maryland  Kail  Road  Company,  acknowledge  the  foregoing  In- 
strument to  be  the  free  act  and  deed  of  said  Western  Mary- 
land Rail  Road  Company,  as  therein  set  forth,  for  the  uses 
and  purposes  therein  mentioned. 

In  witness  whereof,  I have  hereunto  set  my  hand  and 
affixed  my  official  seal,  this  17th  day  of  October,  Nineteen 
hundred  and  two. 

[Seal.]  Chas.  Edgar  Mills, 

Commissioner  for  the  State  of  Maryland,  and 
Notary  Public  in  and  for  the  County  and 
State  of  New  York,  in  N.  Y.  City. 

My  commission  as  Notary  Public  expires  March  30,  1903. 


State  of  New  York,  'f 

> ss. 

County  of  the  York,  ) 

Be  it  remembered  that  on  this  l?th  da}^  of  October, 
A.  D.  1902,  before  me,  Charles  Edgar  Mills,  a Commis- 
sioner of  Deeds  ^ for  the  State  of  Pennsylvania,  in  New 
York,  personally  came  J.  T.  M.  Barnes,  who,  being  duly 
sworn  according  to  law,  doth  depose  and  say,  that  he  was 
personally  present  and  did  see  the  common  or  corporate  seal 
of  the  above  named  Western  Maryland  Ptail  Hoad  Company 
affixed  to  the  foregoing  Indenture  ; that  the  seal  so  affixed 
is  the  common  or  corporate  seal  of  the  said  Western  Maryland 
Rail  Road  Company  and  was  so  affixed  by  the  authority  of 
the  said  corporation,  as  the  free  act  and  deed  thereof ; that 
the  above  named  Winslow  S.  Pierce  is  the  President  of 
the  said  corporation,  and  did  sign  the  said  Indenture  as 
such,  in  the  presence  of  this  deponent  ; that  this  depo- 
nent is  the  Secretary  of  the  said  corporation,  and  that  the 
name  of  this  deponent  above  signed  in  attestation  of  the  due 
execution  of  the  said  Indenture,  is  of  this  deponent’s  own 
proper  handwriting. 

J.  T.  M.  Barnes. 

Sworn  to  and  subscribed  before  ] 
me  this  17th  day  of  Octo-  ! 
ber,  1902,  as  witness  my  hand  j 
and  official  seal.  J 

[seal.]  Chas.  Edgar  Mills, 

Commissioner  for  the  State  of  Pennsylvania, 
in  New  York. 


State  of  New  York,  ) 

> ss. 

County  of  New  York.  S 


84 


Be  it  remembered  that  on  this  17th  day  of  October,  A.  D. 
1902,  before  me,  Charles  Edgar  Mills,  a Commissioner  of  Deeds 
for  the  State  of  Pennsylvania,  in  New  York,  personally  came 
J.  D.  Ostrander,  who  being  duly  sworn  according  to  law, 
doth  depose  and  say,  that  he  was  personally  present  and  did 
see  the  common  or  corporate  seal  of  the  above  named  The 
Mercantile  Trust  Company,  affixed  to  the  foregoing  Indenture  ; 
that  the  seal  so  affixed  is  the  common  or  corporate  seal  of  the 
said  The  Mercantile  Trust  Company,  and  was  so  affixed  by  the 
authority  of  the  said  corporation,  as  the  free  act  and  deed 
thereof ; that  the  above  named  H.  C.  Deming  is  the  Vice- 
President  of  the  said  corporation,  and  did  sign  the  said  In- 
denture as  such,  in  the  presence  of  this  deponent ; that  this 
deponent  is  the  Assistant  Secretary  of  the  said  corporation, 
and  that  the  name  of  this  deponent  above  signed  in  attesta- 
tion of  the  due  execution  of  the  said  Indenture,  is  of  this 
deponent’s  own  proper  handwriting. 


J.  D.  Ostrander. 


Sworn  to  and  subscribed  before  "j 
me  this  17th  day  of  i 


1902,  as  witness  my 
official  seal. 

[seal.] 


Chas.  Edgar  Mills, 


Commissioner  for  the  State  of  Pennsylvania, 
in  New  York. 


85 


State  of  New  York,  ) 

> ss. : 

City  and  County  of  New  York,  ) 

I hereby  certify  that  on  this  17th  day  of  October,  Nine- 
teen hundred  and  two,  there  personally  appeared  before  me 
Chas.  Edgar  Mills,  a Notary  Public  in  and  for  the  County 
and  State  of  New  York,  and  a Commissioner  of  Deeds  for 
the  State  of  Maryland,  in  New  York,  duly  appointed,  com- 
missioned and  qualified,  and  residing  in  the  City  of  New 
York  aforesaid,  Guy  Eichards,  Attorney  of  The  Mercantile 
Trust  Company  named  in  the  foregoing  Instrument,  and  by 
virtue  of  and  in  pursuance  of  the  power  and  authority  con- 
ferred upon  him,  he  did  on  behalf  of  said  The  Mercantile 
Trust  Company,  acknowledge  the  foregoing  Instrument  to 
be  the  free  act  and  deed  of  said  The  Mercantile  Trust  Com- 
pany, as  therein  set  forth,  for  the  uses  and  purposes  therein 
mentioned,  as  such  Trustee. 

And  also  at  the  same  time  appeared  the  said  Guy 
Eichards,  of  said  The  Mercantile  Trust  Company,  Trustee, 
who  did  for  and  on  behalf  of  said  Trust  Company  make  oath 
in  due  form  of  law  that  the  consideration  stated  in  said 
Instrument  is  true  and  bona  fide,  as  therein  set  forth,  and 
that  he  is  the  Attorney  in  fact,  and  Agent  of  said  The 
Mercantile  Trust  Company,  to  make  this  affidavit.  And 
also  he,  the  said  Guy  Eichards,  made  oath  on  the  Holy 
Evangely  of  Almighty  God,  that  he  has  not  required  and  that 
the  said  Trustee  has  not  required  the  mortgagor,  its  Agent 
or  Attorney,  or  any  person  for  the  said  mortgagor,  to  pay 
the  tax  levied  upon  the  interest,  covenanted  to  be  paid  in 
advance  (except  to  the  extent  and  in  the  manner  in  the  said 
foregoing  Instrument  expressly  provided),  nor  will  he  or  the 
said  Company,  the  said  Trustee,  require  the  same  to  be  paid 
(except  as  aforesaid),  by  the  mortgagor,  or  any  person  for  the 
mortgagor  during  the  existence  of  this  mortgage. 

Guy  Eichards. 


86 

In  witness  whereof,  I have  hereunto  set  my  hand  and 
affixed  my  official  seal,  this  17th  day  of  October,  Nineteen 
hundred  and  two. 

[Seal.]  Charles  Edgar  Mills, 

Commissioner  for  the  State  of  Maryland,  and 
Notary  Public  in  and  for  the  County  and 
State  of  New  York  in  N.  Y.  City. 

My  commission  as  Notary  Public  will  expire  March  30th, 
1903. 


87 


IND£X. 


PAGE 

Kecitals  : 

Lines  owned  by  tlie  Eailroad  Co 1 

Lines  leased  and  operated  by  the  Railroad  Co 2,  3 

Securities  owned  by  the  Railroad  Co 3,  4 

Provision  for  retirement  of  bonds  and  indebtedness.  _ 4 

Purposes  of  the  Railroad  Co 4,  5 

Acquisitions  of  additional  securities 5 

Securities  to  be  pledged 5 

Resolution  authorizing  mortgage  and  issue  of  bonds.  6,  7 

Denomination  of  bonds 7 

Form  of  coupon  bond 8,  9,  10 

Form  of  registered  bond. 10,  11,  12 

Form  of  interest  coupons 13 

Form  of  Treasurer’s  signature 13 

Bonds  to  be  indorsed  by  Trustee’s  certificate 13 

Form  of  Trustee’s  certificate 14 

Action  of  Stockholders  and  Directors 14 

Granting  clause 14 

Description  of  properties  mortgaged  and  pledged.  .15,  19 

Habendum 19 

Grant  in  trust 19,  20 

ARTICLE  FIRST. 

General  prerequisites  to  issue.. 20,  21 

ARTICLE  SECOND. 

Purposes  and  conditions  of  Issue  : 

§ 1.  $9,500,000  upon  transfer  to  Railroad  Co.,  proper- 
ties formerly  owned  by  Mayor  and  City  Council 
of  Baltimore 21 


88 


PAGE 

2.  $11,000,000  upon  delivery  to  Trustee  of  stock  of 


W.  V.,  C.  & R Ey.  Co 22 

§ 3.  $4,500,000  upon  deposit  with  the  Trustee  of  a 

like  amount  in  cash 22 

Conditions  governing  payment _23,  24 


§ 4.  $3,000,000  to  be  deposited  with  the  Continental 

Trust  Co.  of  Baltimore  for  terminal  purposes.  26 
§ 5.  $4,900,000  reserved  for  acquisition  of  bonds  of  the 
W.  V.,  C.  & P.  Ey.  Co.,  the  P.  & C.  Ey.  Co. 

and  the  C.  & I.  Ey.  Co 27 

Conditions  governing  issue 27,  28 

§ 6.  2,581,300  reserved  for  the  acquisition  of  the  bonds 
of  the  companies  leased,  operated  or  controlled 

by  the  Eailroad  Co 28 

Conditions  governing  issue 28 

§ 7.  14,518,700  reserved  for  certain  purposes  and  sub- 

ect  to  certain  restrictions 29 

Condition  governing  issue 31-34 

Certain  acquisitions  to  be  free  from  the  lien  of 

this  Indenture 34 

§ 8.  Coupon  bonds  exchangeable  for  registered  bonds  34 

Transfer  of  registered  bonds 35 

Lost,  mutilated  or  destroyed  bonds 35 

§ 9.  Provisions  to  be  for  sole  benefit  of  bondholders. 35,  36 


AETICLE  THIED. 

Covenants  of  the  Eailroad  Company  : 

§ 1.  To  pay  principal  and  interest 36 

To  keep  an  ofifice  where  bonds  and  coupons  may 

be  presented  for  payment 36,  37 

§ 2.  To  keep  the  property  covered  by  this  Indenture 

free  from  any  lien  for  taxes 37 


89 


PAGE 

§3.  Not  to  extend  the  time  for  payment  of  any  cou- 


pon or  claim  for  interest 38 

§ 4.  For  connection  between  the  Railroad  Co.  and 
The  W.  V.,  C.  & P.  Ry.  Co 38 


§ 5.  To  keep  property  in  good  repair  and  insured 39 

To  keep  all  after-acquired  equipment  which  may 
become  subject  to  the  lien  of  this  Indenture 

marked 39 

To  render  to  Trustee  annual  account  of  equip- 
ment and  its  condition 40 

§ 6.  Not  to  suffer  creation  of  prior  liens _40,  41 

§ 7.  To  provide  for  registration  of  bonds 41,  42 

Regulations  of  registration  and  transfer 42 

§8.  Further  assurance 43 

§ 9.  Against  increase  of  stock  or  bonds 43,  44 

§ 10.  To  assign  to  Trustee  certain  claims 44 

§ 11.  To  use  the  bonds  secured  hereby  for  the  pur- 
poses herein  prescribed 44,  45 

§ 12.  To  preserve  unimpaired  its  leasehold  interests.  45 
§ 13.  To  preserve  unencumbered  any  share  of  stock 

hereby  pledged 45 


ARTICLE  FOURTH. 

Provisions  Relating  to  Pledged  Securities  : 

§ 1.  Bonds  may  be  stamped 45,  46 

§ 2.  Stocks  to  be  transferred  to  Trustee 46 

§ 3.  Railroad  Co.  entitled  to  interest  and  dividends 

on  securities  pledged 46 

Entitled  to  proxies,  containing  special  limita- 
tion  46,47 

§ 4.  Principal  of  bonds  collected  to  pass  to  Develop- 
ment and  Equipment  Fund 48 


90 


PAGE 

§ 5.  Trustee  to  deliver  for  cancellation  the  obligations 
of  any  Company  the  title  to  all  of  whose 
property  has  been  acquired  by  the  Kailroad 

Co..-_ 48 

§ 6.  Power  of  Trustee  to  preserve  corporate  existence 

of  Companies 48,49 

§ 7.  Power  to  join  in  reorganization 49 

§ 8.  Power  to  foreclose  mortgages  securing  pledged 

bond 49 

Property  may  be  purchased  by  the  use  of 

pledged  securities 49,  50 

§ 9.  Consolidation  of  Companies  whose  stocks  are 

pledged 51 

Conditions  of  merger  and  consolidation  -51,  52 


AETICLE  FIFTH. 

Development  and  Equipment  Fund  : 

§ 1.  Sources  from  which  the  Fund  is  to  be  derived 52 

Purposes  for  which  moneys  may  be  used 52 

Conditions  governing  disbursements  by  Trustee.  53 
Title  to  property  so  acquired  to  be  satisfactorily 


vested  in  Trustee 53,  54 

AETICLE  SIXTH. 

Eemedies  in  Case  of  Default  : 

§ J.  Power  of  entry  after  default 54,  55 

Application  of  income  by  Trustee  in  possession. 55,  56 

Proxy  to  be  revoked  upon  any  default 56 

Eights  and  remedies  of  Trustee  not  affected  by 

entry 57 

§ 2.  Anticipation  of  maturity  of  principal  of  bonds.  57,  58 

§ 3.  Power  of  sale 58,  59 

§ 4.  Power  to  foreclose 59,  60 


91 


PAGE 


§ 5.  Entitled  to  appointment  of  a receiver 60 

Kemedies  cumulative 60 

§ 6.  Property  to  be  sold  as  an  entirety  unless  other- 
wise directed  or  necessary 61 

Notice  of  sale 62 

§ 7.  Principal  of  bonds  to  become  due  upon  sale 62 


§ 8.  Stay,  appraisement  or  extension  laws  waived. _62,  63 
§ 9.  Conveyance  to  purchaser  of  mortgaged  premises.  63 

Eeceipt  of  Trustee  to  discharge  purchasers 64 

§ 10.  Application  of  the  purchase  and  other  money.  _ 64 

Payment  of  costs,  expenses,  compensation  of 

Trustee,  etc. 64 

Payment  of  amount  due  on  bonds,  with  inter- 
est, etc 64,  65 

Surplus  to  the  Railroad  Co.  or  others  entitled 

thereto 65 

§ 11.  Right  of  purchaser  to  use  bonds  in  payment 65 

§12.  Respective  rights  of  25%  and  75%  of  the  bond- 
holders in  case  of  default 65,  66 

§‘13.  Trustee  may  recover  judgment  for  benefit  of 

bondholders 66,  67 

§ 14.  The  Railroad  may  voluntarily  surrender  to  the 

Trustee  the  mortgaged  property 68 


ARTICLE  SEVENTH. 

Power  to  Release  : 

Trustee  may,  upon  request  of  the  Railroad  Co.,  re- 
lease any  real  or  other  property  subject  to  this 
Indenture,  except  bonds,  or  other  obligations. 


or  shares  of  stock 68,  69 

Proceeds  of  such  sale  to  pass  to  Development  and 

Equipment  Fund 69 

Changes  in  leases  and  trackage  rights ... 69,  70 


/ 


92 


PAGE 

Kailroad  company  may  remove  old,  and  substitute 
new  equipment 70 

AETICLE  EIGHTH. 

Pkotection  of  Trustee  : 

Not  required  to  act  unless  indemnified  against 

expense 71 

May  require  additional  evidence 71,  72 

Compensation 72 

Trustee  not  liable  for  faults  of  agents 72 

Covenant  by  railroad  company  to  record  this  in- 
denture   72 

Trustee  not  personally  liable  for  debts,  damages,  etc.  73 

AETICLE  NINTH. 

Eight  of  Action  by  Bondholders.. 73 

AETICLE  TENTH. 

Eesignation  or  Eemoval  of  Trustee  : 

Must  publish  written  notice  of  resignation 74 

Provisions  for  removal  of  Trustee 74 

Appointment  of  new  Trustee 74,  75 

Qualification  of  Trustee 75 

Instruments  to  be  executed  by  entering  and  retiring 
Trustees 75 

AETICLE  ELEVENTH. 

Eight  of  Eailroad  Company  to  Possession  : 

Eight  of  possession  until  default 76 

Covenant  to  pay  interest  and  principal  of  bonds  from 
income 76 


93 


AKTICLE  TWELFTH. 

PAGE 

Discharge  of  Mortgage  : 

Payment  of  principal  and  interest  of  bonds  to  dis- 
charge this  Indenture 77 

AKTICLE  THIRTEENTH. 

Authentication  of  Instruments  Executed  by  Bondholders.  77 

ARTICLE  FOURTEENTH. 

Status  of  Bondholders: 

Ownership  of  coupon  bonds  and  coupons 78 

Ownership  of  registered  bonds 79 

ARTICLE  FIFTEENTH. 

Liability  of  Stockholders,  Officers  and  Directors  : 
Bondholders  have  no  recourse  against  Stockholders, 
Officers  or  Directors 79 

ARTICLE  SIXTEENTH. 

Trustee’s  Acceptance  of  Trusts  : 

Acceptance... 80 

Definition  of  terms 80 

Successors  and  assigns  of  the  Railroad  Co.  bound 80 

Appoiutment  of  attorney  by  the  Railroad  Co 80 

Appointment  of  attorney  by  the  Trustee 80 

Execution  in  counterpart 81 

Certificates,  etc __81-86 


[12599J 


UNIVERSITY  OF  ILLINOIS-URBANA 


D1 12  101059670 


